Shareholder Vote · Company Update

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 ) : November 17, 2021 AGILYSYS, INC . (Exact name of registrant as specified in its charter)   Ohio   000-5734   34-0907152 (State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.) of incorporation)               1000 Windward Concourse , Suite 250 , Alpharetta , Georgia   30005 (Address of principal executive offices)   (ZIP Code)   Registrant’s telephone number, including area code: ( 770 )  810-7800   N/A (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   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 Securities Holders.   The 2021 Annual Meeting of Shareholders of Agilysys, Inc. was held on November 18, 2021. The following matters were voted on.     1. Seven Directors were elected to serve one-year terms expiring at the 2022 Annual Meeting of Shareholders. The vote results for Proposal 1 were as follows:     For Withheld Broker Non-Votes Donald Colvin 22,435,000 290,531 1,401,239 Dana Jones 21,971,639 753,992 1,401,239 Jerry Jones 21,948,636 776,895 1,401,239 Michael Kaufman 19,749,872 2,975,659 1,401,239 Melvin Keating 21,666,202 1,059,329 1,401,239 John Mutch 22,064,763 660,767 1,401,239 Ramesh Srinivasan 22,434,559 290,972 1,401,239     2. The reincorporation of the Company from the State of Ohio to the State of Delaware was approved. The vote results for Proposal 2 were as follows:   For Against Abstain Broker Non-Votes 22,643,445 66,904 15,181 1,401,239     3. The exclusive forum provision of our proposed Delaware Certificate of Incorporation was approved. The vote results for Proposal 3 were as follows:   For Against Abstain Broker Non-Votes 21,053,190 1,653,299 19,042 1,401,239     4. The Company’s executive compensation for its named executive officers was approved on an advisory basis. The vote results for Proposal 4 were as follows:   For Against Abstain Broker Non-Votes 22,563,587 145,733 16,210 1,401,239     5. The appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022, was ratified. The vote results for Proposal 5 were as follows:   For Against Abstain 24,087,635 2,617 36,517   No proposal to adjourn or postpone the Annual Meeting was brought to vote, and no other business was brought before the Annual Meeting.           Item 8.01     Other Events.   On November 17, 2021, the Board of Directors of Agilysys, Inc. (the “Company”) declared a cash dividend on the Company’s outstanding 5.25% Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) in the amount of $0.529399461 per share, payable on December 31, 2021 to shareholders of record of the Convertible Preferred Stock as of December 15, 2021.     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 hereunto duly authorized.     AGILYSYS, INC.     By: /s/ Kyle C. Badger     Kyle C. Badger     Senior Vice President, General Counsel and Secretary   Date: November 23, 2021