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 4, 2010
Date of Report (Date of earliest event reported)
TYLER TECHNOLOGIES, INC.
(Exact names of registrant as specified in its charter)
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| Delaware
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1-10485
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75-2303920 |
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| (State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225
(Address of principal executive offices)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On or about March 26, 2010, Tyler Technologies, Inc. (the “Company”) furnished or
otherwise made available to stockholders its Proxy Statement describing the matters to be voted
upon at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Park
City Club, 5956 Sherry Lane, Suite 1700, on Thursday, May 13, 2010 at 9:30 a.m., local time.
At the Annual Meeting, stockholders are being asked, among other things, to vote on a proposal
to adopt the Tyler Technologies, Inc. 2010 Stock Option Plan (the “2010 Stock Option Plan”)
(identified as Proposal Two in the Proxy Statement).
Following the Company’s review of the recently published analysis of this proposal by a
leading proxy advisory firm and in order to facilitate stockholder approval of the 2010 Stock
Option Plan, the Company’s Board of Directors has agreed, in consultation with the proxy advisory
firm, that, if the 2010 Stock Option Plan is approved by stockholders at the Annual Meeting, the
Board will approve, immediately following the Annual Meeting, an amendment to the 2010 Stock Option
Plan that will provide for certain prohibitions on repricings of options issued under the 2010
Stock Option Plan. Specifically, the amendment would amend Section 9(f) of the 2010 Stock Option
Plan by deleting Section 9(f) in its entirety and replacing in lieu thereof the following:
“(f) Modification, Extension And Renewal of Options . The Committee shall have
the power to modify, cancel, extend or renew outstanding Options and to authorize
the grant of new Options in substitution therefor; provided, however, that (except
as permitted by Section 10 of this Plan) any such action may not reprice any
outstanding Option, directly or indirectly, without the approval of the stockholders
of the Company or, without the written consent of any affected Optionee, (i) impair
any rights under any Option previously granted to such Optionee or (ii) cause the
Option or the Plan to become subject to Section 409A of the Code and, provided
further, that without the approval of the stockholders of the Company outstanding
Options may not be cancelled in exchange for cash, Options or other stock awards
with an exercise price that is less than the exercise price of the original Options.
Any outstanding Incentive Stock Option that is modified, extended, renewed or
otherwise altered will be treated in accordance with Section 424(h) of the Code.”
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