AMERICAN SOFTWARE INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: Celena Matlock

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: Celena Matlock”): 23,188,671 for, 2,938,033 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,778,110 for, 60,009 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: H. Allan Dow

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: H. Allan Dow”): 24,014,450 for, 1,942,503 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,778,108 for, 60,011 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: James B. Miller, Jr.

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: James B. Miller, Jr.”): 22,692,953 for, 3,435,475 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,739,534 for, 98,585 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: Lizanne Thomas

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: Lizanne Thomas”): 23,111,782 for, 3,016,648 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,775,338 for, 62,781 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: Matthew G. McKenna

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: Matthew G. McKenna”): 23,087,747 for, 3,040,684 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,778,108 for, 60,011 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: Nicole Wu

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: Nicole Wu”): 23,365,332 for, 2,763,095 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,778,110 for, 60,009 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: Thomas L. Newberry, V

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: Thomas L. Newberry, V”): 22,745,110 for, 3,385,320 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,777,994 for, 60,125 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: Election of Directors: W. Dennis Hogue

AMERICAN SOFTWARE INC.’s own tally for this item (“Elect Director: W. Dennis Hogue”): 22,529,219 for, 3,601,211 against, per its Form 8-K filed August 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following persons were duly elected as directors of the Registrant:”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 9,777,992 for, 60,127 against.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: To approve the Agreement and Plan of Merger, dated January 24, 2025 (as it may be amended from time to time, the "merger agreement"), by and among Aptean, Inc., Update Merger Sub, Inc. and Logility Supply Chain Solutions, Inc. (the "Company").

AMERICAN SOFTWARE INC.’s own tally for this item (“1. Approval of the Agreement and Plan of Merger, dated January 24, 2025 (as it may be amended from time to time, the "merger agreement"), by and among Aptean, Inc”): 27,751,253 for, 65,088 against — passed, per its Form 8-K filed April 3, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “At the Special Meeting, the following proposals were approved by the requisite vote of the Company's shareholders: Proposal 1 – Approval of the Agreement and Plan of Merger, dated January 24, 2025 (as it may be amended from time to time, the "merger agreement"), by and among Aptean, Inc. ("Aptean")…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 9,942,618 for.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO GIVE EFFECT TO THE BLANK CHECK PREFERRED STOCK AMENDMENT.

AMERICAN SOFTWARE INC.’s own tally for this item (“8. Resolution to approve the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the blank check preferred stock amendment”): 2,335,999 for, 1,913,379 against — failed, per its Form 8-K filed August 23, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “The resolution to approve the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the blank check preferred stock amendment, was not approved.”
A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.
Support: 55.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO GIVE EFFECT TO THE INDEMNIFICATION OF DIRECTORS AND OFFICERS AMENDMENT.

AMERICAN SOFTWARE INC.’s own tally for this item (“7. Resolution to approve the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the indemnification of directors and officers amendment”): 3,984,780 for, 264,822 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution to approve the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the indemnification of directors and officers amendment, was approved as follows:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

Description as filed by funds: TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO GIVE EFFECT TO THE RECLASSIFICATION.

AMERICAN SOFTWARE INC.’s own tally for this item (“6. Resolution approving the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the Reclassification (the "Reclassification Amendment")”): 4,120,633 for, 128,418 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the amendment and restatement of the Registrant's Amended and Restated Articles of Incorporation to give effect to the Reclassification (the "Reclassification Amendment"), was approved as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

The 55 asset managers below reported 9,832,469 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.

The 58 asset managers below reported 9,088,461 for, 853,976 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

Description as filed by funds: TO APPROVE THE ADOPTION OF THE 2024 EQUITY COMPENSATION PLAN.

AMERICAN SOFTWARE INC.’s own tally for this item (“4. Resolution approving the adoption of the 2024 Equity Compensation Plan”): 3,877,886 for, 286,219 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the adoption of the 2024 Equity Compensation Plan was approved as follows:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

Description as filed by funds: To approve, on an advisory basis, the compensation of our named executive officers.

AMERICAN SOFTWARE INC.’s own tally for this item (“3. Resolution approving the compensation of the Registrant's named executive officers, on an advisory basis”): 4,059,918 for, 116,518 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the compensation of the Registrant's named executive officers, on an advisory basis, was approved as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve on a non-binding, advisory basis, the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger of Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc., with and into the Company.

AMERICAN SOFTWARE INC.’s own tally for this item (“2. Approval, on a non-binding, advisory basis, of the compensation that may be paid or may become payable to Logility's named executive officers in connection with, or following, the consummation of the merger of Merger ”): 25,372,280 for, 2,263,101 against, per its Form 8-K filed April 3, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 58 managers: 9,748,950 for, 193,487 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 130 managers: 11,934,789 for, 795,378 against, 30,000 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON APRIL 30, 2025.

AMERICAN SOFTWARE INC.’s own tally for this item (“2. Ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for the fiscal year ending April 30, 2025”): 4,509,707 for, 74,160 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for the fiscal year ending April 30, 2025 was approved as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.