(Exact
name of registrant as specified in its charter)
iDelaware
i75-2303920
(State
or other jurisdiction of incorporation
or organization)
(I.R.S. employer identification no.)
i5101 Tennyson Parkway
iPlano,
iTexas
i75024
(Address
of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (i972) i713-3700
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading symbol
Name of each exchange
on which registered
iCOMMON STOCK, $0.01 PAR VALUE
iTYL
iNew
York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐iNo☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐iNo☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer", "accelerated filer”, "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
iLarge
accelerated filer
☒
Accelerated Filer
☐
Non-accelerated Filer (Do not check if smaller reporting company)
☐
Smaller Reporting Company
i☐
Emerging
Growth Company
i☐
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.
☐
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
i☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
i☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No i☒
The aggregate market value of the voting stock held by non-affiliates of the registrant was $i17,373,822,183
based on the reported last sale price of common stock on June 30, 2023, which is the last business day of the registrant’s most recently completed second fiscal quarter.
iCertain
information required by Part III of this annual report is incorporated by reference from the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May 9, 2024.
EXPLANATORY NOTE
Tyler Technologies, Inc. (together with its subsidiaries,
the “ Company” sometimes referred to as “we”, “us” or “our”) is filing this Amendment No. 1 (“ Amendment No. 1” or “Form 10-K/A”) to its Annual Report on Form 10-K for the period ended December 31, 2023, originally filed on February 21, 2024 (the “Original Form 10-K”), solely to include Exhibit 97.1 to the Form 10-K/A, the Tyler Technologies, Inc. Incentive Compensation Recovery Policy adopted on November 20, 2023, which was inadvertently omitted. There are no other changes to the Original Form 10-K.
This Form 10-K/A speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the Original Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(3) The following documents are filed as part of this Form 10-K/A:
Pursuant
to the requirements of Section 13 or 15(d) 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.
