DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

Filed by the Registrant 

Filed by a Party other than the Registrant 

Check the appropriate box:



Preliminary Proxy Statement



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material Pursuant to §240.14a-12

MANHATTAN ASSOCIATES, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



No fee required.



Fee paid previously with preliminary materials.



Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents


Notice of Annual Meeting of Shareholders	2
Proxy Statement Highlights	4
Proxy Statement	13
Governance	13
Proposal 1 - Election of Directors	13
Board of Directors and Committees	14
Director Compensation	24
Share Ownership Guidelines	25
Related Party Transactions	25
Security Ownership	26
Security Ownership of Certain Beneficial Owners and Management	26
Executive Compensation	28
Proposal 2 – Resolution to Approve Named Executive Officers’ Compensation	28
Compensation Discussion and Analysis	29
Compensation Committee Report on Executive Compensation	41
Compensation Tables	41
Compensation Committee Interlocks and Insider Participation	46
CEO Pay Ratio

SEC Form DEF 14A filed by Manhattan Associates Inc.