Shareholder Vote

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 Date of Report (Date of earliest event reported): August 23, 2023     AGILYSYS, INC. (Exact name of Registrant as Specified in Its Charter)     Delaware 000-5734 34-0907152 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)           3655 Brookside Parkway Suite 300   Alpharetta , Georgia   30022 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s Telephone Number, Including Area Code: 770 810-7800   Not Applicable (Former Name or Former Address, if Changed Since Last Report)   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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, without par value   AGYS   Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     Item 5.07 Submission of Matters to a Vote of Security Holders. (a)(b) The 2023 Annual Meeting of Stockholders of Agilysys, Inc. was held on August 21, 2023. The following matters were voted on. Proposal 1. Election of Directors Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:   For Against Abstain Broker Non-Votes Donald Colvin 22,763,537 648,062 20,518 1,737,647 Dana Jones 22,903,553 509,814 18,750 1,737,647 Jerry Jones 21,035,856 2,377,770 18,491 1,737,647 Michael Kaufman 15,960,099 7,451,134 20,884 1,737,647 Melvin Keating 20,804,949 2,606,648 20,520 1,737,647 John Mutch 20,759,225 2,652,371 20,521 1,737,647 Ramesh Srinivasan 23,062,824 356,943 12,350 1,737,647 Proposal 2. Approval of an amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. For Against Abstain Broker Non-Votes 22,210,306 1,184,617 37,194 1,737,647 Proposal 3. Advisory vote regarding executive compensation. For Against Abstain Broker Non-Votes 23,129,036 284,330 18,751 1,737,647 Proposal 4. Advisory vote regarding frequency of advisory vote regarding executive compensation. 1 Year 2 Years 3 Years Abstain 22,662,506 6,046 751,865 11,700 Proposal 5. Ratification of appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024. For Against Abstain 25,094,570 24,579 50,615 (d) The Board of Directors has determined, in light of the advisory vote regarding frequency of advisory votes regarding executive compensation, to adopt a one-year frequency for future advisory votes regarding executive compensation until the next such vote is submitted to stockholders.   SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       AGILYSYS, INC.         Date: August 23, 2023 By: /s/ Kyle C. Badger       Kyle C. Badger Senior Vice President, General Counsel and Secretary