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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tyler Technologies Corp | NYSE:TYL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
6.69 | 1.28% | 527.60 | 528.29 | 517.90 | 521.65 | 85,411 | 20:32:51 |
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Filed by the Registrant
ý
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Filed by a Party other than the Registrant
¨
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under § 240.14a-12
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Yours very truly,
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/s/ John S. Marr, Jr.
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JOHN S. MARR, JR.
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Executive Chairman of the Board
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(1)
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elect eight directors to serve until the next annual meeting or until their respective successors are duly elected and qualified;
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(2)
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ratify the selection of our independent auditors for fiscal year
2019
; and
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(3)
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approve an advisory resolution on executive compensation.
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By Order of the Board of
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Directors
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/s/ Abigail Diaz
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Abigail Diaz
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Chief Legal Officer
Corporate Secretary
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Page
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•
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Proposal One – Election of eight directors;
|
•
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Proposal Two – Ratification of our independent auditors for fiscal year
2019
; and
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•
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Proposal Three – Approval of an advisory resolution on our executive compensation.
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2018
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2017
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||||
Audit Fees
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$
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1,816,300
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|
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$
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1,794,000
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Audit-Related Fees
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338,000
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201,000
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||
Other
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—
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—
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Tax Fees
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77,500
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—
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Total
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$
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2,231,800
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$
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1,995,000
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|
•
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Chairman of the Board since January 2017; Chief Executive Officer of Tyler from 2004 to 2018
|
•
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Over 35 years of specific industry experience, including chief executive experience with MUNIS prior to acquisition by Tyler
|
•
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Outside board experience as a former director of Mercy Hospital in Portland, Maine
|
•
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Private investment management experience as President of Brattain & Associates, LLC
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•
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Executive and entrepreneurial experience in growth of a small business enterprise from $3.2 million in sales to over $100 million in sales
|
•
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Executive and entrepreneurial experience as founder of DataProse, Inc.
|
•
|
Public sector experience as CEO of DataProse, Inc.
|
•
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Executive operational and investment management experience for the Kimbell Art Foundation
|
•
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Outside board experience as a director of Range Resources Corporation and a board trustee of The Cushing Asset Management Closed-End Funds
|
•
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Fiduciary and executive experience as a university trustee and on other senior university committees
|
•
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Audit experience with a large public accounting firm
|
•
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Executive equity management experience as founder of Luther King Capital Management
|
•
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Outside board experience as a past director of Encore Energy Partners GP, LLC and other institutions
|
•
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Experience as a university trustee
|
•
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President of Tyler since 2017; Chief Executive Officer since 2018
|
•
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Executive Vice President of Tyler from 2008 to 2016
|
•
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Over 20 years of specific corporate and industry experience
|
•
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Over 21 years of senior-level executive experience
|
•
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Public sector executive experience as President of the Lubbock Independent School District Board of Directors
|
•
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Senior-level executive experience at Tyler from 2003 to 2016
|
•
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Over 36 years of specific industry experience as founder of INCODE
|
•
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Sound personal and professional integrity
|
•
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An inquiring and independent mind
|
•
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Practical wisdom and mature judgment
|
•
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Broad training and experience at the policy-making level of business, finance and accounting, government, education, or technology
|
•
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Expertise that is useful to the company and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained
|
•
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Willingness to devote the required time to carrying out the duties and responsibilities of board membership
|
•
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Commitment to serve on the Board for several years to develop knowledge about our business
|
•
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Willingness to represent the best interests of all stockholders and objectively appraise management performance
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•
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Involvement only in activities or interests that do not conflict with the director’s responsibilities to the company or our stockholders
|
•
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Independence Standards, which determine the independence of our non-employee directors. These standards are consistent with the independence standards set forth in NYSE Rule 303A.02.
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•
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Corporate Governance Guidelines, which include, among other things
|
•
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Annual submission of independent auditors to stockholders for approval
|
•
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Formation of a Nominating and Governance Committee comprised solely of independent directors
|
•
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Prohibition of stock option repricing
|
•
|
Formalization of the ability of independent directors to retain outside advisors
|
•
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Performance of periodic formal Board evaluation
|
•
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Limitation on the number of additional public company boards on which a director may serve to a maximum of four
|
•
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An Audit Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors (as defined by the New York Stock Exchange), at least one of whom will qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. A copy of our Audit Committee Charter may be found on our website,
www.tylertech.com
.
|
•
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A Compensation Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors and sets forth the guidelines for determining executive compensation. A copy of our Compensation Committee Charter may be found on our website,
www.tylertech.com
.
|
•
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A Nominating and Governance Committee Charter, which requires, among other things, that the committee be comprised of at least three independent directors who are responsible for recommending candidates for election to the Board of Directors. A copy of our Nominating and Governance Committee Charter may be found on our website,
www.tylertech.com
.
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•
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Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
|
•
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Full, fair, accurate, timely, and understandable disclosure in our public communications and reports filed with the SEC
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•
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Compliance with applicable governmental laws, rules, and regulations
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•
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Prompt internal reporting of violations of the policy to the appropriate persons designated therein, including anonymous “whistleblower” provisions
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•
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Accountability for adherence to the policy
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Covered Person Position
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Share Ownership Guideline
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Executive Chairman, Chief Executive Officer, President
|
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6 times base salary
|
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Other Named Executive Officers
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4 times base salary
|
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Other Executive Officers as designated by the
Compensation Committee of the Board
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1 times base salary
|
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Non-employee Directors
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4 times annual cash retainer
|
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Name
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Audit
|
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Compensation
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Nominating and
Governance
|
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Executive
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Donald R. Brattain
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X
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X
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|
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Glenn A. Carter
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|
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X
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Chair
|
|
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Brenda A Cline
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Chair
|
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X
|
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J. Luther King Jr.
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X
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Chair
|
|
|
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John S. Marr Jr.
|
|
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Chair
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Daniel M. Pope
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X
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Dustin R. Womble
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H. Lynn Moore Jr.
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X
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Total Meetings in 2018
|
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Four
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Two
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One
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Periodically
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•
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Considering the independence of our independent auditors before we engage them
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•
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Reviewing with the independent auditors the fee, scope, and timing of the audit
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•
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Reviewing the completed audit with the independent auditors regarding any significant accounting adjustments, recommendations for improving internal controls, appropriateness of accounting policies, appropriateness of accounting and disclosure decisions with respect to significant unusual transactions or material obligations, and significant findings during the audit
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•
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Performing periodic formal committee evaluations
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•
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Reviewing our financial statements and related regulatory filings with management and the independent auditors
|
•
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Meeting periodically with management and/or internal audit to discuss internal accounting and financial controls
|
•
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Identifying and recommending candidates for election to our Board of Directors
|
•
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Identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings
|
•
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Reviewing the composition of Board committees
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•
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Periodically reviewing the appropriate skills and characteristics required of Board members in the context of the current make-up of our Board of Directors
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•
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Monitoring adherence to our “Corporate Governance Guidelines”
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•
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Presiding at all meetings of the Board at which the Executive Chairman of the Board is not present, including executive sessions of the independent directors
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•
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Serving as liaison between the Executive Chairman of the Board and the independent directors
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•
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Having the authority to call meetings of the independent directors and preparing the agenda for such meetings
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•
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Coordinating the activities of the independent directors when acting as a group
|
•
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Approving meeting schedules to ensure there is sufficient time for discussion of all agenda items
|
•
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Advising the Executive Chairman and Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from management, including the materials provided to directors at Board meetings
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•
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As to each person the stockholder proposes to nominate for election or re-election as a director
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•
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The name, age, business address, and residence address of the person
|
•
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The principal occupation or employment of the person
|
•
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The class and number of shares of our capital stock that are beneficially owned by the person
|
•
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A description of all direct and indirect compensation and other material monetary agreements, arrangements, or understandings during the previous three years, and any other material relationships, between the stockholder and the proposed nominee
|
•
|
Any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the Exchange Act
|
•
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As to the stockholder giving notice
|
•
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The name and record address of the stockholder and any other stockholder known to be supporting the nominee
|
•
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The class and number of shares of our capital stock that are beneficially owned by the stockholder making the nomination and by any other supporting stockholders
|
•
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Any proxy, contract, arrangement, understanding, or relationship pursuant to which the stockholder has a right to vote any company shares
|
•
|
Forward the communication to the director or directors to whom it is addressed (for example, if the communication received relates to our “whistleblower policy” found on our website,
www.tylertech.com
, including questions, concerns, or complaints regarding accounting, internal accounting controls, and auditing matters, it will be forwarded by management to the Chairman of the Audit Committee for review)
|
•
|
Attempt to handle the inquiry directly (for example, if the communication is a request for information about us or our operations or it is a stock-related matter that does not appear to require direct attention by our Board of Directors)
|
•
|
Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each meeting of our Board of Directors, our Chairman will present a summary of all communications received since the last meeting of the Board of Directors that were not forwarded and will make those communications available to any director on request.
|
Name and Address of Beneficial Owner (1)
|
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Direct (2)
|
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Options
Exercisable Within 60 Days (3) |
|
Stock Awards Vested Within 60 Days (4)
|
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Other (5)
|
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Total
|
|
Percent of
Class (6) |
||||||
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
3,716,871
|
|
(7)
|
—
|
|
|
|
|
—
|
|
|
3,716,871
|
|
|
9.7
|
%
|
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
|
3,421,041
|
|
(8)
|
—
|
|
|
|
|
—
|
|
|
3,421,041
|
|
|
8.9
|
%
|
|
Brown Capital Management, LLC
1201 N. Calvert Street
Baltimore, MD 21202
|
|
2,090,749
|
|
(9)
|
—
|
|
|
|
|
—
|
|
|
2,090,749
|
|
|
5.5
|
%
|
|
Janus Henderson Group PLC
201 Bishopsgate EC2M 3AE
United Kingdom
|
|
1,480,959
|
|
(10)
|
—
|
|
|
|
|
—
|
|
|
1,480,959
|
|
|
3.9
|
%
|
|
Directors and Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Donald R. Brattain
|
|
7,070
|
|
|
20,000
|
|
|
1,099
|
|
|
3,000
|
|
(11)
|
31,169
|
|
|
*
|
|
Glenn A. Carter
|
|
500
|
|
|
19,108
|
|
|
1,099
|
|
|
—
|
|
|
20,707
|
|
|
*
|
|
Brenda A. Cline
|
|
1,000
|
|
|
18,333
|
|
|
1,099
|
|
|
—
|
|
|
20,432
|
|
|
*
|
|
J. Luther King, Jr.
|
|
72,864
|
|
|
40,000
|
|
|
1,099
|
|
|
62,679
|
|
(12)
|
176,642
|
|
|
*
|
|
Daniel M. Pope
|
|
—
|
|
|
11,333
|
|
|
1,099
|
|
|
—
|
|
|
12,432
|
|
|
*
|
|
Dustin R. Womble
|
|
178,122
|
|
(13)
|
190,242
|
|
|
—
|
|
|
—
|
|
|
368,364
|
|
|
1.0
|
%
|
Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John S. Marr Jr.
|
|
226,403
|
|
|
383,290
|
|
|
|
|
75,000
|
|
(14)
|
684,693
|
|
|
1.8
|
%
|
|
H. Lynn Moore Jr.
|
|
62,313
|
|
|
222,433
|
|
|
|
|
—
|
|
|
284,746
|
|
|
*
|
|
|
Brian K. Miller
|
|
45,855
|
|
|
98,672
|
|
|
|
|
—
|
|
|
144,527
|
|
|
*
|
|
|
All directors, nominees and executive officers as a group (9 persons)
|
|
594,127
|
|
|
1,003,411
|
|
|
5,495
|
|
|
140,679
|
|
|
1,743,712
|
|
|
4.4
|
%
|
*
|
Less than one percent of our outstanding common stock
|
(1)
|
Unless otherwise noted, the address of each beneficial owner is our corporate headquarters: 5101 Tennyson Parkway, Plano, Texas 75024.
|
(2)
|
“Direct” represents shares as to which each named individual has sole voting or dispositive power.
|
(3)
|
“Options Exercisable within 60 Days” reflects the number of shares that could be purchased by exercise of options at
March 15, 2019
or within 60 days thereafter.
|
(4)
|
“Stock Awards Vested within 60 Days” reflects the number of restricted stock units that will vest and be settled in shares at
March 15, 2019
or within 60 days thereafter.
|
(5)
|
“Other” represents the number of shares of common stock as to which the named entity or individual share voting and dispositive power with another entity or individual(s).
|
(6)
|
Based on
38,351,970
shares of our common stock issued and outstanding at
March 15, 2019
. Each stockholder’s percentage is calculated by dividing (a) the number of shares beneficially owned by (b) the sum of (i)
38,351,970
plus (ii) the number of shares such owner has the right to acquire within 60 days.
|
(7)
|
Based on information reported by BlackRock, Inc. on Amendment No. 9 to Schedule 13G that was filed with the SEC on February 6, 2019. BlackRock, Inc. is deemed to have beneficial ownership of all of these shares, which includes sole voting power for 3,525,213 shares, sole investment power for all 3,716,871 shares.
|
(8)
|
Based on information reported by The Vanguard Group on Amendment No. 6 to Schedule 13G that was filed with the SEC on February 11, 2019. The Vanguard Group is deemed to have beneficial ownership of these shares, which includes sole voting power of 21,088 shares, sole investment power of 3,399,284 shares, shared voting power of 4,304 shares, and shared investment power of 21,757 shares.
|
(9)
|
Based on information reported by Brown Capital Management, LLC on Amendment No. 12 to Schedule 13G that was filed with the SEC on February 14, 2019. Brown Capital Management, LLC is deemed to have beneficial ownership of these shares, which includes sole voting power of 1,269,816 shares and sole investment power for all 2,090,749 shares.
|
(10)
|
Based on information reported by Janus Henderson Group PLC on Amendment No.1 to Schedule 13G that was filed with the SEC on February 11, 2019. Janus Henderson Group PLC is deemed to have beneficial ownership of these shares, which includes shared voting power of all 1,480,959 shares and shared investment power for all 1,480,959 shares.
|
(11)
|
Includes (a) 7,070 shares held by Deephaven Enterprises, Inc., of which Mr. Brattain is the sole shareholder, and (b) 3,000 shares held in an investment retirement account for the benefit of Mr. Brattain's spouse.
|
(12)
|
Represents shares of common stock held by clients of Luther King Capital Management, an investment advisory firm controlled by Mr. King in which he is deemed to have voting and investment power. Mr. King expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
|
(13)
|
Includes: 156,379 shares of our common stock pledged and held in a margin account.
|
(14)
|
Includes: (a) 59,500 shares of common stock held in a partnership in which Mr. Marr is the general partner and has sole voting and investment power (the partnership is owned 99% by a trust in which Mr. Marr’s disclaims beneficial ownership and 1% by the general partner); and (b) 15,500 shares held in a trust in which Mr. Marr has shared voting power.
|
•
|
Compensation should align the interests of our executives with our stockholders – compensation should link the interests of management with those of stockholders by making a substantial portion of executive compensation depend upon our long-term financial and stock performance;
|
•
|
Compensation should be competitive – compensation levels should be sufficiently competitive to attract and retain superior executives by providing them with the opportunity to earn total compensation packages that are competitive in the industry;
|
•
|
Compensation should be based on company performance – compensation should reward short-term and long-term company performance;
|
•
|
Compensation should reflect responsibility and accountability – compensation should be based on the level of skill, knowledge, effort, and responsibility needed to perform the job successfully; and
|
•
|
Compensation should not incentivize excessive risk taking – the mix of compensation elements should be appropriately balanced between fixed pay, short-term annual incentive cash compensation, and long-term incentive equity compensation to minimize incentive for excessive risk taking.
|
•
|
Tyler achieved record annual GAAP revenue of $935 million, an 11 percent increase over 2017;
|
•
|
Recurring revenues increased 14 percent over 2017 to $605 million, and comprised approximately 65 percent of our total revenues in 2018;
|
•
|
GAAP earnings per share decreased 13 percent to $3.68 in 2018, and non-GAAP earnings per share increased 25 percent to $4.80;
|
•
|
We generated a record $250 million in cash provided by operations during the year, and ended the year with total cash and investments of $232 million and no debt; and
|
•
|
Tyler closed the year with record backlog of $1.3 billion, up nearly 2 percent from 2017.
|
•
|
Continued progress with our New World public safety offering, acquired by Tyler in late 2015, including significant improvements in win rates, along with achieving substantial progress on major product development initiatives;
|
•
|
Completion of five acquisitions during 2018;
|
•
|
Recognition as one of the “Best Places to Work” in several locations with key Tyler offices; and
|
•
|
Ranking by Forbes on its “Most Innovative Growth Companies”, “Best Employers for Women” and (for the ninth time) its list of “America’s Best Small Companies”.
|
•
|
Compensation Program Design - actions related to the overall design and governance of our executive compensation program
|
•
|
Company Performance Review - actions approving actual incentive cash compensation awards for the just-completed fiscal year and performance-based restricted stock unit vesting
|
•
|
Setting Compensation for Current Fiscal Year - actions that set future base pay, incentive compensation targets and equity compensation for the upcoming fiscal year
|
|
Revenues
|
|
Net Income
|
|
Market Capitalization
|
|
Total Assets
|
||||||||
|
(in millions)
|
|
(in billions)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Tyler Technologies, Inc.
|
$
|
841
|
|
|
$
|
164
|
|
|
$
|
7.4
|
|
|
$
|
1.6
|
|
Peer Group Average
|
$
|
973
|
|
|
$
|
191
|
|
(a)
|
$
|
8.5
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
ACI Worldwide, Inc.
|
MicroStrategy, Incorporated
|
Ansys, Inc.
|
NetScout Systems, Inc.
|
Aspen Technology, Inc.
|
Pegasystems, Inc.
|
athenahealth, Inc.
|
RealPage, Inc.
|
Blackbaud, Inc.
|
ServiceNow, Inc.
|
Guidewire Software, Inc.
|
Splunk, Inc.
|
Jack Henry & Associates, Inc.
|
SS&C Technologies Holdings, Inc.
|
j2 Global, Inc.
|
Tableau Software, Inc.
|
Manhattan Associates, Inc.
|
The Ultimate Software Group, Inc.
|
Medidata Solutions, Inc.
|
Veeva Systems Inc.
|
Element
|
|
Form of
Compensation
|
|
Purpose
|
|
Metric
|
Base salary
|
|
Cash
|
|
Provide competitive, fixed compensation to attract and retain exceptional executive talent
|
|
Salaries are set each year based on the executive's position, responsibilities, experience, and retention risk. Base salary is a fixed component and is not dependent on achieving goals
|
Incentive cash compensation under the annual bonus plan
|
|
Cash
|
|
Create a strong financial incentive for achieving or exceeding annual financial performance goals
|
|
Achieving adjusted earnings per share goals, which are recommended by the CEO and approved by the Compensation Committee
|
Equity-based compensation
|
|
Stock options, restricted stock units and performance -based restricted stock units
|
|
Create a strong financial incentive for creating stockholder value, encourage a significant company equity stake, and provide a direct incentive for future performance
|
|
Discretionary, but set each year based on the executive's position, experience, responsibilities, and retention risk
|
•
|
maintain an overall number and value of equity incentive awards that is reasonable in terms of shareholder dilution; and
|
•
|
focus equity incentive awards on a relatively small number of key employees who have a direct impact on our ability to achieve our long-term goals; and
|
•
|
provide the largest equity incentive grants to our top performers and individuals with the greatest responsibilities and potential to drive long-term share price appreciation; and
|
•
|
utilize a mix of options, restricted stock units, and performance-based restricted stock units to align recipients with the long-term interests of our stockholders, without promoting excessing risk taking.
|
Name
|
|
Increase (Decrease)
|
|
2017
|
|
2018
|
||||
John S. Marr Jr.
|
|
(29)%
|
|
$
|
425,000
|
|
|
$
|
300,000
|
|
H. Lynn Moore Jr.
|
|
18%
|
|
$
|
425,000
|
|
|
$
|
500,000
|
|
Brian K. Miller
|
|
4%
|
|
$
|
370,000
|
|
|
$
|
383,000
|
|
•
|
170% of target based on achieving 115% of adjusted earnings per share goal
|
•
|
165% of target based on achieving 114% of adjusted earnings per share goal
|
•
|
160% of target based on achieving 113% of adjusted earnings per share goal
|
•
|
155% of target based on achieving 112% of adjusted earnings per share goal
|
•
|
150% of target based on achieving 111% of adjusted earnings per share goal
|
•
|
145% of target based on achieving 110% of adjusted earnings per share goal
|
•
|
140% of target based on achieving 109% of adjusted earnings per share goal
|
•
|
135% of target based on achieving 107% of adjusted earnings per share goal
|
•
|
130% of target based on achieving 106% of adjusted earnings per share goal
|
•
|
125% of target based on achieving 105% of adjusted earnings per share goal
|
•
|
120% of target based on achieving 104% of adjusted earnings per share goal
|
•
|
115% of target based on achieving 103% of adjusted earnings per share goal
|
•
|
110% of target based on achieving 102% of adjusted earnings per share goal
|
•
|
105% of target based on achieving 101% of adjusted earnings per share goal
|
•
|
100% of target based on achieving 100% of adjusted earnings per share goal
|
•
|
95% of target based on achieving 99% of adjusted earnings per share goal
|
•
|
90% of target based on achieving 98% of adjusted earnings per share goal
|
•
|
85% of target based on achieving 97% of adjusted earnings per share goal
|
•
|
80% of target based on achieving 96% of adjusted earnings per share goal
|
•
|
75% of target based on achieving 95% of adjusted earnings per share goal
|
•
|
70% of target based on achieving 94% of adjusted earnings per share goal
|
•
|
65% of target based on achieving 93% of adjusted earnings per share goal
|
•
|
60% of target based on achieving 91% of adjusted earnings per share goal
|
•
|
55% of target based on achieving 90% of adjusted earnings per share goal
|
•
|
50% of target based on achieving 89% of adjusted earnings per share goal
|
•
|
45% of target based on achieving 88% of adjusted earnings per share goal
|
•
|
40% of target based on achieving 87% of adjusted earnings per share goal
|
•
|
0% of target based on achieving less than 87% of adjusted earnings per share goal
|
Average Annual Revenue Growth (1)
|
|
Percentage of PSUs to be earned and eligible for vesting
|
|
Under 6%
|
|
—
|
|
6.0% -7.49%
|
|
50
|
%
|
7.5%-8.99%
|
|
80
|
%
|
9.0%-10.99%
|
|
100
|
%
|
11.0% and above
|
|
120
|
%
|
|
|
PSUs
|
|
Stock Options
|
|
Stock Options
|
Name
|
|
June 1, 2018
|
|
June 1, 2018
|
|
December 1, 2018
|
|
|
|
|
|
|
|
John S. Marr Jr.
|
|
7,500
|
|
11,250
|
|
11,250
|
H. Lynn Moore Jr.
|
|
7,500
|
|
11,250
|
|
11,250
|
Brian K. Miller
|
|
5,000
|
|
7,500
|
|
7,500
|
Name
|
|
Percentage of total
annually recurring
stock incentive awards
|
John S. Marr Jr.
|
|
7%
|
H. Lynn Moore Jr.
|
|
7%
|
Brian K. Miller
|
|
5%
|
|
|
|
|
Compensation at Risk
|
||
Name
|
|
Base Salary
|
|
Bonus
|
|
Stock Incentive Awards
|
John S. Marr Jr.
|
|
8%
|
|
8%
|
|
84%
|
H. Lynn Moore Jr.
|
|
12%
|
|
12%
|
|
76%
|
Brian K. Miller
|
|
13%
|
|
13%
|
|
74%
|
•
|
Our 2018 anticipated and actual financial performance
|
•
|
Terms of employment agreements, including equity granted with the five-year employment agreements executed in 2018
|
•
|
The previously approved annual incentive compensation plan for each Named Executive Officer
|
•
|
Management’s goal of year-over-year earnings per share growth
|
•
|
Management’s focus on strengthening our balance sheet
|
•
|
Management’s strategic mission to increase profitability through sustained internal growth, including growth in recurring revenues
|
•
|
Management’s directive to develop and deploy premier technology through continued investment
|
•
|
Mr. Marr’s continued contribution and Mr. Moore’s increased responsibilities in driving the achievement of each of these strategic initiatives
|
•
|
The retention of our Named Executive Officers through the leadership transition
|
•
|
Reference to levels of compensation of other chief executive officers of similarly sized, publicly held companies in similar industries
|
Average Annual Revenue Growth (1)
|
|
Percentage of PSUs to be earned and eligible for vesting
|
|
Under 6%
|
|
—
|
|
6.0% -7.49%
|
|
50
|
%
|
7.5%-8.99%
|
|
80
|
%
|
9.0%-10.99%
|
|
100
|
%
|
11.0% and above
|
|
120
|
%
|
Equity Type
|
|
Grant Frequency
|
|
Vesting
|
|
Purpose
|
Performance - based restricted stock units
|
|
Annual
|
|
three - year cliff, only if performance metric achieved
|
|
Performance - Cumulative three-year revenue growth
|
Options
|
|
Annual
|
|
Vesting over three years
|
|
Performance - Growth in shareholder value
|
Options
|
|
Every five years
|
|
Vesting over five years
|
|
Retention of Named Executive Officers
|
Restricted stock units
|
|
Every five years
|
|
Vesting over five years
|
|
Retention of Named Executive Officers
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($) (2)
|
|
Non-Equity
Incentive Plan
Compensation
($) (3)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($) (4)
|
|
Total
($)
|
||||||||||||||||
John S. Marr Jr.
|
|
2018
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
9,928,320
|
|
|
$
|
8,869,480
|
|
|
$
|
315,000
|
|
|
$
|
—
|
|
|
$
|
8,435
|
|
|
$
|
19,421,235
|
|
Executive Chairman of the Board
|
|
2017
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,780,462
|
|
|
$
|
510,000
|
|
|
$
|
—
|
|
|
$
|
9,630
|
|
|
$
|
3,725,092
|
|
|
|
2016
|
|
$
|
538,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,379,053
|
|
|
$
|
753,200
|
|
|
$
|
—
|
|
|
$
|
10,861
|
|
|
$
|
3,681,114
|
|
H. Lynn Moore Jr.
|
|
2018
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
9,928,320
|
|
|
$
|
8,869,480
|
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
12,452
|
|
|
$
|
19,835,252
|
|
President and
|
|
2017
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,780,462
|
|
|
$
|
510,000
|
|
|
$
|
—
|
|
|
$
|
12,961
|
|
|
$
|
3,728,423
|
|
Chief Executive Officer
|
|
2016
|
|
$
|
339,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,593,965
|
|
|
$
|
355,950
|
|
|
$
|
—
|
|
|
$
|
11,607
|
|
|
$
|
2,300,522
|
|
Brian K. Miller
|
|
2018
|
|
$
|
383,000
|
|
|
$
|
—
|
|
|
$
|
3,888,640
|
|
|
$
|
3,641,914
|
|
|
$
|
402,150
|
|
|
$
|
—
|
|
|
$
|
13,890
|
|
|
$
|
8,329,594
|
|
Executive Vice President,
|
|
2017
|
|
$
|
370,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,835,105
|
|
|
$
|
444,000
|
|
|
$
|
—
|
|
|
$
|
12,232
|
|
|
$
|
2,661,337
|
|
Chief Financial Officer and Treasurer
|
|
2016
|
|
$
|
339,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,593,965
|
|
|
$
|
355,950
|
|
|
$
|
—
|
|
|
$
|
11,387
|
|
|
$
|
2,300,302
|
|
(1)
|
The reported amounts represent the aggregate grant date fair value of awards of restricted stock units and performance-based restricted stock units, computed in accordance with FASB ASC Topic 718, and, for performance-based restricted stock units, assume performance at the target level for each such award
.
|
(2)
|
Represents aggregate grant date fair value of awards granted and calculated in accordance with FASB ASC Topic 718. Such grants provide our executive officers the opportunity to purchase shares of Tyler common stock at some future date at the fair market value of the stock on the date of grant. For additional information on the valuation assumptions, refer to note 9 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, 2018, as filed with the SEC. This fair value does not represent cash received by the executive in the relevant year, but potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders.
|
(3)
|
These amounts consist of amounts earned under Tyler’s incentive compensation plan for each respective year and generally paid in the following year.
|
(4)
|
All other compensation includes amounts contributed or accrued by Tyler under our 401(k) Savings Plan and tickets to sporting events.
|
•
|
Annual base pay
|
•
|
The company's matching contributions to the employee's 401(k) account
|
•
|
Calendar year cash bonus
|
•
|
Calendar year share-based awards (incentive or nonqualified stock options and restricted stock units)
|
|
|
|
|
Estimated Future
Payouts
Under Non- Equity
Incentive Plan Awards (1)
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards (2)
|
|
All Other Stock Awards: Number
of
Shares of Stock or Units
(#) (3)
|
|
All Other Option
Awards:
Number of
Securities Underlying
Options
(#) (4),(5)
|
|
Exercise or Base
Price of Option
Awards
($/Sh)
|
|
Grant
Date Fair
Value of
Stock
and
Option
Awards
($) (5)
|
|||||||||||||||||||
Name
|
|
Grant
Date
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
||||||||||||||||||
John S. Marr Jr.
|
|
2/20/2018
|
|
$
|
300,000
|
|
|
$
|
525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,000
|
|
|
$
|
205.66
|
|
|
$
|
7,337,309
|
|
||||||||
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
||||||||||||
|
|
6/1/2018
|
|
|
|
|
|
3,750
|
|
|
7,500
|
|
|
9,000
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
$
|
231.68
|
|
|
$
|
835,102
|
|
||||||||
|
|
12/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
$
|
192.76
|
|
|
$
|
697,069
|
|
||||||||
H. Lynn Moore Jr.
|
|
2/20/2018
|
|
$
|
500,000
|
|
|
$
|
875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,000
|
|
|
$
|
205.66
|
|
|
$
|
7,337,309
|
|
||||||||
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
||||||||||||
|
|
6/1/2018
|
|
|
|
|
|
3,750
|
|
|
7,500
|
|
|
9,000
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
$
|
231.68
|
|
|
$
|
835,102
|
|
||||||||
|
|
12/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
$
|
192.76
|
|
|
$
|
697,069
|
|
||||||||
Brian K. Miller
|
|
2/20/2018
|
|
$
|
383,000
|
|
|
$
|
670,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
$
|
205.66
|
|
|
$
|
2,620,467
|
|
||||||||
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
||||||||||||
|
|
6/1/2018
|
|
|
|
|
|
2,500
|
|
|
5,000
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
$
|
231.68
|
|
|
$
|
556,734
|
|
||||||||
|
|
12/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
$
|
192.76
|
|
|
$
|
464,713
|
|
(1)
|
The target and maximum plan award amounts reported in these columns are derived from our 2018 Incentive Compensation Plan. The actual payout amounts for 2018 are set forth in the Non-Equity Incentive Plan Compensation column of our Summary Compensation Table.
|
(2)
|
The target and maximum plan performance-based restricted stock unit awards reported in these columns are derived from our 2018 Incentive Compensation Plan. The actual vested amounts for 2018 are set forth in the 2018 Equity Incentive Plan Compensation column of our Summary Compensation Table.
|
(3)
|
The restricted stock units awarded on May 9, 2018, were granted under the terms of the five-year employment agreements entered into in February 2018. The restricted stock units vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of the employment agreement.
|
(4)
|
The options awarded on February 26, 2018, were granted under the terms of the five-year employment agreements entered into in February 2018. These options will vest and become exercisable ratably on the first, second, third, fourth, and fifth anniversaries of the date of the grant date.
|
(5)
|
The options awarded on June 1, 2018 and December 1, 2018 for Messrs. Marr, Moore and Miller were granted as part of Tyler’s broad-based annual stock option grants. These options will vest ratably over a three-year period beginning on the first anniversary of the grant date for each Named Executive Officer who is at least fifty years of age or older and has a tenure with the company of at least fifteen years or more. All options have a contractual term of ten years. The option terms are the same for substantially all the options granted to employees on June 1, 2018 and December 1, 2018; certain key employees who are closer to retirement age may, in the discretion of our Chief Executive Officer, receive shorter vesting periods.
|
(6)
|
The aggregate grant date fair value is determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation, and does not represent cash received by the Named Executive Officers in 2018. The grant date fair value represents potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
|
|
|
|
Number of Securities Underlying
Unexercised Options
(#)
|
|
Number of
Securities Underlying Unexercised Options
(#)(1)
|
|
Option Exercise
Price
|
|
Option
Expiration
|
|
Number of
Shares or Units of
Stock that
have not
vested
|
|
Market Value of Shares or Units of Stock that have not vested
(2)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights that
have not
vested
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
that have
not vested
(3)
|
||||||||||
Name
|
|
Grant Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||||||
John S. Marr Jr.
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
$
|
6,689,520
|
|
|
|
|
|
|||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
$
|
1,393,650
|
|
|||||||
|
|
6/15/2011
|
|
4,152
|
|
|
—
|
|
|
$
|
24.08
|
|
|
6/15/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
6/15/2012
|
|
2,540
|
|
|
—
|
|
|
$
|
39.36
|
|
|
6/15/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
12/14/2012
|
|
9,000
|
|
|
—
|
|
|
$
|
47.20
|
|
|
12/14/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
2/11/2013
|
|
176,000
|
|
|
—
|
|
|
$
|
54.45
|
|
|
2/11/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
6/14/2013
|
|
28,800
|
|
|
—
|
|
|
$
|
68.17
|
|
|
6/14/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
12/13/2013
|
|
28,800
|
|
|
—
|
|
|
$
|
100.43
|
|
|
12/13/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
6/13/2014
|
|
20,800
|
|
|
5,200
|
|
|
$
|
81.21
|
|
|
6/13/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
12/15/2014
|
|
20,800
|
|
|
5,200
|
|
|
$
|
108.81
|
|
|
12/15/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2015
|
|
25,000
|
|
|
—
|
|
|
$
|
121.05
|
|
|
6/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2015
|
|
25,000
|
|
|
—
|
|
|
$
|
176.80
|
|
|
12/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2016
|
|
16,666
|
|
|
8,334
|
|
|
$
|
154.85
|
|
|
6/1/2026
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2016
|
|
16,666
|
|
|
8,334
|
|
|
$
|
143.42
|
|
|
12/1/2026
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2017
|
|
8,333
|
|
|
16,667
|
|
|
$
|
171.44
|
|
|
6/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2017
|
|
8,333
|
|
|
16,667
|
|
|
$
|
181.79
|
|
|
12/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
2/26/2018
|
|
—
|
|
|
112,000
|
|
|
$
|
205.66
|
|
|
2/26/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2018
|
|
—
|
|
|
11,250
|
|
|
$
|
231.68
|
|
|
6/1/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2018
|
|
—
|
|
|
11,250
|
|
|
$
|
192.76
|
|
|
12/1/2028
|
|
|
|
|
|
|
|
|
||||||
H. Lynn Moore Jr.
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
$
|
6,689,520
|
|
|
|
|
|
|||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
$
|
1,393,650
|
|
|||||||
|
|
12/14/2012
|
|
6,000
|
|
|
—
|
|
|
$
|
47.20
|
|
|
12/14/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
2/11/2013
|
|
100,000
|
|
|
—
|
|
|
$
|
54.45
|
|
|
2/11/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
12/13/2013
|
|
19,200
|
|
|
—
|
|
|
$
|
100.43
|
|
|
12/13/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
6/13/2014
|
|
14,000
|
|
|
3,500
|
|
|
$
|
81.21
|
|
|
6/13/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
12/15/2014
|
|
14,000
|
|
|
3,500
|
|
|
$
|
108.81
|
|
|
12/15/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2015
|
|
10,050
|
|
|
6,700
|
|
|
$
|
121.05
|
|
|
6/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2015
|
|
10,050
|
|
|
6,700
|
|
|
$
|
176.80
|
|
|
12/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2016
|
|
6,700
|
|
|
10,050
|
|
|
$
|
154.85
|
|
|
6/1/2026
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2016
|
|
6,700
|
|
|
10,050
|
|
|
$
|
143.42
|
|
|
12/1/2026
|
|
|
|
|
|
|
|
|
|
|
6/1/2017
|
|
5,000
|
|
|
20,000
|
|
|
$
|
171.44
|
|
|
6/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2017
|
|
8,333
|
|
|
16,667
|
|
|
$
|
181.79
|
|
|
12/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
2/26/2018
|
|
—
|
|
|
112,000
|
|
|
$
|
205.66
|
|
|
2/26/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2018
|
|
—
|
|
|
11,250
|
|
|
$
|
231.68
|
|
|
6/1/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2018
|
|
—
|
|
|
11,250
|
|
|
$
|
192.76
|
|
|
12/1/2028
|
|
|
|
|
|
|
|
|
||||||
Brian K. Miller
|
|
5/9/2018
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
2,229,840
|
|
|
|
|
|
|||||||
|
|
6/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
$
|
929,100
|
|
|||||||
|
|
12/14/2012
|
|
6,000
|
|
|
—
|
|
|
$
|
47.20
|
|
|
12/14/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
12/13/2013
|
|
3,840
|
|
|
—
|
|
|
$
|
100.43
|
|
|
12/13/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
6/13/2014
|
|
—
|
|
|
3,500
|
|
|
$
|
81.21
|
|
|
6/13/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
12/15/2014
|
|
14,000
|
|
|
3,500
|
|
|
$
|
108.81
|
|
|
12/15/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2015
|
|
16,750
|
|
|
—
|
|
|
$
|
121.05
|
|
|
6/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2015
|
|
16,750
|
|
|
—
|
|
|
$
|
176.80
|
|
|
12/1/2025
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2016
|
|
11,166
|
|
|
5,584
|
|
|
$
|
154.85
|
|
|
6/1/2026
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2016
|
|
11,166
|
|
|
5,584
|
|
|
$
|
143.42
|
|
|
12/1/2026
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2017
|
|
5,500
|
|
|
11,000
|
|
|
$
|
171.44
|
|
|
6/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2017
|
|
5,500
|
|
|
11,000
|
|
|
$
|
181.79
|
|
|
12/1/2027
|
|
|
|
|
|
|
|
|
||||||
|
|
2/26/2018
|
|
—
|
|
|
40,000
|
|
|
$
|
205.66
|
|
|
2/26/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
6/1/2018
|
|
—
|
|
|
7,500
|
|
|
$
|
231.68
|
|
|
6/1/2028
|
|
|
|
|
|
|
|
|
||||||
|
|
12/1/2018
|
|
—
|
|
|
7,500
|
|
|
$
|
192.76
|
|
|
12/1/2028
|
|
|
|
|
|
|
|
|
(1)
|
Stock options expire on the tenth anniversary of the date of grant. Stock options granted in 2011 and 2012 vest and become exercisable ratably on the third, fourth, fifth, and sixth anniversaries of the date of grant. All other stock options vest ratably over a five-year period beginning on the first anniversary of the grant date. Beginning in 2016, stock options granted to persons who are at least fifty years of age and have a tenure with the company of at least fifteen years vest ratably over a three-year period beginning on the first anniversary of the grant date, and stock options granted to others vest over a five-year period beginning on the first anniversary of the grant date. Stock options granted on February 26, 2018 vest and become exercisable ratably on the first, second, third, fourth, and fifth anniversaries of the date of grant date.
|
(2)
|
Value based on $185.82, which was the closings market price of our common stock on December 31, 2018. The restricted stock units vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of the employment agreement. Vesting of restricted stock awards is subject to continue status an eligible person (as defined in the 2018 Stock Incentive Plan).
|
(3)
|
Value based on $185.82, which was the closings market price of our common stock on December 31, 2018. The performance-based restricted stock units cliff vest at the end of a three-year performance period. The performance measure used to determine the number of restricted stock units vested at the end of the three-year performance period is average annual revenue growth over that period adjusted for material acquisitions completed during the performance period.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value Realized on
Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
Value Realized on
Vesting
($)
|
||||||
John S. Marr Jr.
|
|
176,460
|
|
|
$
|
31,576,225
|
|
|
—
|
|
|
$
|
—
|
|
H. Lynn Moore Jr.
|
|
69,200
|
|
|
$
|
12,522,856
|
|
|
—
|
|
|
$
|
—
|
|
Brian K. Miller
|
|
63,200
|
|
|
$
|
10,241,159
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Termination Without Cause
|
|
Upon a Change in Control
|
|
|
||||||||||||||||||||||||||
Name
|
|
Lump Sum Severance and Non-Compete
Payment
|
|
Continuation
of Health
Care
Benefit
|
|
Accelerated
Vesting of
Stock
Options
|
|
Accelerated
Vesting of
Restricted Stock Units
|
|
Lump Sum Severance and Non-Compete
Payment |
|
Continuation
of Health Care Benefit |
|
Accelerated
Vesting of Stock Options |
|
Accelerated
Vesting of Restricted Stock Units |
||||||||||||||||
John S. Marr Jr.
|
|
$
|
1,200,000
|
|
|
$
|
16,523
|
|
|
$
|
9,717,871
|
|
|
$
|
8,177,361
|
|
|
$
|
1,200,000
|
|
|
$
|
16,523
|
|
|
$
|
9,717,871
|
|
|
$
|
8,177,361
|
|
H. Lynn Moore Jr.
|
|
$
|
2,000,000
|
|
|
$
|
20,845
|
|
|
$
|
10,763,555
|
|
|
$
|
8,177,361
|
|
|
$
|
2,000,000
|
|
|
$
|
20,845
|
|
|
$
|
10,763,555
|
|
|
$
|
8,177,361
|
|
Brian K. Miller
|
|
$
|
1,532,000
|
|
|
$
|
20,845
|
|
|
$
|
4,568,674
|
|
|
$
|
3,182,109
|
|
|
$
|
1,532,000
|
|
|
$
|
20,845
|
|
|
$
|
4,568,674
|
|
|
$
|
3,182,109
|
|
Name
|
|
Fees Earned or
Paid in Cash
($) (1)
|
|
Stock Awards
($) (2)
|
|
Total
($)
|
||||||
|
|
|
|
|
|
|
||||||
Donald R. Brattain
|
|
$
|
64,750
|
|
|
$
|
250,044
|
|
(3)
|
$
|
314,794
|
|
Glenn A. Carter
|
|
$
|
62,500
|
|
|
$
|
250,044
|
|
(3)
|
$
|
312,544
|
|
Brenda A. Cline
|
|
$
|
78,750
|
|
|
$
|
250,044
|
|
(3)
|
$
|
328,794
|
|
J. Luther King Jr.
|
|
$
|
75,000
|
|
|
$
|
250,044
|
|
(3)
|
$
|
325,044
|
|
Daniel M. Pope
|
|
$
|
50,500
|
|
|
$
|
250,044
|
|
(3)
|
$
|
300,544
|
|
Dustin R. Womble
|
|
$
|
—
|
|
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(1)
|
Non-employee directors receive the following compensation (which did not include Mr. Womble in 2018):
|
•
|
An annual retainer of $60,000 for the chairman of the Audit Committee, $55,000 for the chairman of the Compensation Committee, $50,000 for the chairman of the Nominating Committee and $40,000 for the other non-employee directors
|
•
|
A fee of $3,500 for each Board meeting attended in person and $1,750 for each Board meeting attended via telephone
|
•
|
A fee of $3,000 for each Audit Committee meeting attended in person and $1,500 for each Audit Committee meeting attended via telephone
|
•
|
A fee of $2,500 for each Compensation Committee meeting attended in person and $1,250 for each Compensation Committee meeting attended via telephone
|
•
|
A fee of $1,500 for each Nominating and Governance Committee meeting attended in person and $750 for each Nominating and Governance Committee meeting attended via telephone
|
•
|
Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities
|
(2)
|
On May 9, 2018, we granted each of our non-employee directors (other than Mr. Womble) 1,099 restricted stock units with a grant date fair value of $250,044, computed in accordance with FASB ASC Topic 718. These restricted stock units vest and be settled in shares on the first anniversary of the grant date. No options to purchase shares of our common stock were granted to our non-employee directors in 2018.
|
(3)
|
The following table shows the aggregate shares underlying outstanding stock options and restricted stock units, based upon grants made as part of director compensation, held by our non-employee directors as of December 31. 2018:
|
Name
|
|
Number of Stock Options (#)
|
|
Number of Stock Awards (#)
|
||
|
|
|
|
|
||
Donald R. Brattain
|
|
20,000
|
|
|
1,099
|
|
Glenn A. Carter
|
|
20,775
|
|
|
1,099
|
|
Brenda A. Cline
|
|
20,000
|
|
|
1,099
|
|
J. Luther King Jr.
|
|
40,000
|
|
|
1,099
|
|
Daniel M. Pope
|
|
13,000
|
|
|
1,099
|
|
Dustin R. Womble
|
|
—
|
|
|
—
|
|
•
|
to receive or give more than a token value to anyone that has a business relationship with us;
|
•
|
to lend to or borrow from individuals or concerns that do business with or compete with us, except banks and other financial institutions;
|
•
|
to serve as an officer, director, employee, or consultant of, or receive income from, any enterprise doing business with or competing with us;
|
•
|
to own an interest in or engage in the management of an organization providing services or products to us, or to which we sell or compete, except when such interest (a) comprises publicly traded securities listed on a national securities exchange or the OTC margin list and (b) is not in excess of 5% of the securities of such company; and
|
•
|
to knowingly cause, either directly or indirectly, us to enter into a business transaction with a close relative of the director or executive officer or a business enterprise of such relative.
|
|
By Order of the Board of
|
|
Directors,
|
|
/s/ Abigail Diaz
|
|
Abigail Diaz
|
|
Chief Legal Officer
Corporate Secretary
|
1 Year Tyler Technologies Chart |
1 Month Tyler Technologies Chart |
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