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SPSC > SEC Filings for SPSC > Form 8-K on 22-Jan-2014All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michael A. Smerklo was elected to join the board of directors of SPS Commerce, Inc. (the "Company") effective as of January 21, 2014, filling the seat previously held by Bradley A. Cleveland who resigned effective January 21, 2014. Mr. Smerklo serves as Chairman and CEO of ServiceSource International, Inc. (Nasdaq:SREV), where he has served in those positions since 2008 and 2003, respectively. ServiceSource is a market leader in recurring revenue management, increasing customers' recurring revenue, profits and end-customer retention. Mr. Smerklo has worked in technology and cloud computing for more than 15 years. Prior to ServiceSource, he helped start and held executive positions at Loudcloud, which became Opsware, and also held positions at Morgan Stanley and Lehman Brothers.

For his service on the board, Mr. Smerklo will be compensated in accordance with the Company's non-employee director compensation policy, which provides that he will receive an initial stock option grant to purchase $111,000 of shares of our common stock in connection with his appointment to the board calculated as the grant date fair value of the option computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation. This initial grant will be made after the close of market on the second business day following the release of our financial results for the year ended December 31, 2013 and will vest in equal monthly installments over three years from the date of his appointment to the board for so long as Mr. Smerklo remains a member of the board. Our non-employee director compensation policy also provides that Mr. Smerklo will receive an annual stock option grant to purchase up to $46,175 of shares of the Company's common stock computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation and an annual restricted stock grant of $46,175 of restricted stock on the date of each annual meeting of stockholders at which he is elected to the board or continues to serve as a director. These awards will vest in full on the earlier of one year after the date of grant or the date of the next year's annual meeting of stockholders, provided he remains a member of the board as of the vesting date. Mr. Smerklo will also receive an annual cash retainer of $27,500 for his service on the board.

A copy of the press release announcing Mr. Smerklo's appointment to the board is furnished, but not filed, as Exhibit 99 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99 Press Release dated January 22, 2014

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