Manhattan Associates, Inc. filed a Form 8-K with the SEC on October 27, 2026, disclosing third-quarter financial results, the election of a new director, and amendments to its corporate bylaws effective October 22, 2026.

Key Highlights

  • New director elected: Juan Perez was elected to the Board of Directors as a Class III director on October 22, 2026, with service expected to commence on January 28, 2027.
  • Quarterly results released: The company issued a press release on October 27, 2026, covering financial results for the three and nine months ended September 30, 2026.
  • Bylaw amendments adopted: The Board approved and adopted new Sections 9.6 through 9.9 to Article Nine of its Amended Bylaws, effective immediately upon adoption on October 22, 2026.
  • Derivative standing threshold set: The new bylaws require a shareholder to have owned at least 1% of outstanding common stock at the time of the complained-of act or omission to commence or maintain a derivative proceeding.
  • Exclusive forum provisions added: Internal entity claims are directed to the Georgia State-wide Business Court; a separate provision addresses federal forum for Securities Act claims.
  • Non-GAAP measures disclosed: The press release includes adjusted operating income and margin, adjusted net income, and adjusted diluted earnings per share, excluding equity-based compensation, an unusual health insurance claim net of recoveries, and restructuring expenses.

Director Election, Bylaw Changes, and Q3 Results at Manhattan Associates

According to the filing, Manhattan Associates (NASDAQ:MANH) reported financial results for the three and nine months ended September 30, 2026, via a press release attached as Exhibit 99.1. The filing notes that this exhibit is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The company disclosed that its adjusted results exclude equity-based compensation, an expense related to an unusual health insurance claim net of insurance recoveries, and restructuring expenses from 2026 and 2025, along with related income tax effects.

The filing disclosed the election of Juan Perez to the Board of Directors as a Class III director, approved on October 22, 2026. His service is expected to begin on January 28, 2027. According to the filing, the Board has not yet determined on which Board Committees Mr. Perez will serve, and he "was not elected pursuant to any arrangement or understanding between him and any other person." He will receive compensation consistent with the company's existing policy for non-employee directors.

The Board also approved bylaw amendments on October 22, 2026, upon recommendation of its Nomination and Governance Committee. The amendments add Sections 9.6 through 9.9 to Article Nine of the company's Amended Bylaws, drawing on provisions made available to Georgia public corporations by recent amendments to the Georgia Business Corporation Code. The derivative standing provision requires shareholders to have owned at least 1% of outstanding common shares at the time of the act or omission at issue. The exclusive forum provision designates the Georgia State-wide Business Court as the sole forum for internal entity claims, absent written company consent to an alternative forum. The filing states that shareholders filing covered actions in another court will be "deemed to have consented to the Business Court's personal jurisdiction."

What Was Disclosed

Manhattan Associates disclosed Q3 2026 financial results, the October 22, 2026 election of Juan Perez as a Class III director effective January 28, 2027, and bylaw amendments adding derivative standing requirements and exclusive forum provisions for internal and securities-related claims.