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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 9, 2024 (May 9, 2024)
Date of Report (Date of earliest event reported)
_____________________________________________
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware1-1048575-2303920
(State or other jurisdiction of incorporation organization)(Commission
File Number)		 (I.R.S. Employer Identification No.)
5101 TENNYSON PARKWAYPLANOTexas75024
 (Address of principal executive offices)(City)(State)(Zip code)

(972) 713-3700
(Registrant’s telephone number, including area code)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Title of each classTrading symbol
Name of each exchange
on which registered
COMMON STOCK, $0.01 PAR VALUETYLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

    


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2024, Tyler Technologies, Inc. (“Tyler”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, as described further in Item 5.07 below, Tyler’s stockholders approved the amendment and restatement of the Tyler Technologies, Inc. 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”), which had previously been approved by the Board of Directors of Tyler, subject to stockholder approval.
The primary change to the Amended and Restated 2018 Plan is to increase the number of shares of common stock available for delivery pursuant to share-based compensation awards granted under the plan by 4.60 million shares.
A more complete description of the terms of the Amended and Restated 2018 Plan can be found in “Proposal Four Approval of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan” on pages 22-30 of Tyler’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 29, 2024 (the “Proxy Statement”), which description is incorporated by reference herein. The description of the Amended and Restated 2018 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2018 Plan, a copy of which is filed as Exhibit 10.1 hereto.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 9, 2024, Tyler Technologies, Inc. held its annual meeting of stockholders. The results of the matters voted on at the meeting were as follows:
With respect to the election of directors, shares were voted as follows:
NomineeVotes ForVotes WithheldBroker
Non-votes
Glenn A. Carter30,432,928 6,530,492 2,645,985 
Margot L. Carter36,928,983 34,437 2,645,985 
Brenda A. Cline35,499,585 1,463,835 2,645,985 
Ronnie D. Hawkins, Jr.36,747,942 215,478 2,645,985 
John S. Marr, Jr.35,804,801 1,158,619 2,645,985 
H. Lynn Moore, Jr.36,290,162 673,258 2,645,985 
Daniel M. Pope36,485,719 477,701 2,645,985 
Andrew D. Teed32,343,901 4,619,519 2,645,985 
With respect to the approval of an advisory resolution on our executive compensation, shares were voted as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-votes
35,591,935 1,342,424 29,061 2,645,985 
With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2024, shares were voted as follows:
Votes ForVotes AgainstAbstentions
36,823,599 2,770,908 14,898 
With respect to the approval of the amended and restated Tyler Technologies, Inc. 2018 Stock Incentive Plan, shares were voted as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-votes
36,226,190 706,807 30,423 2,645,985 
    

With respect to the shareholder proposal regarding a simple majority vote, shares were voted as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-votes
34,292,449 2,651,031 19,940 2,645,985 
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
Exhibit 104
Cover Page Interactive Data File (embedded in the Inline XBRL document)
    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TYLER TECHNOLOGIES, INC.
/s/ Brian K. Miller 
May 9, 2024By:Brian K. Miller
Executive Vice President and Chief Financial
Officer (principal financial officer)

    
ATTACHMENTS / EXHIBITS

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