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): April 3, 2025

LOGILITY SUPPLY CHAIN SOLUTIONS, INC

(Exact name of Registrant as Specified in Its Charter)

Georgia	0-12456	58-1098795
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

470 East Paces Ferry Road, N.E., Atlanta, Georgia		30305
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 261-4381

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		LGTY		The Nasdaq Global Select 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

On April 3, 2025, Logility Supply Chain Solutions, Inc., a Georgia corporation (“Logility” or the “Company”), held a special meeting of shareholders at the offices of Logility, located at 470 East Paces Ferry Road, N.E., Atlanta, GA 30305 (the “Special Meeting”).

As of March 3, 2025, the record date for the Special Meeting, there were 33,689,059 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 27,915,736 shares, or approximately 82.86%, of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present at the Special Meeting in person or by proxy.

The following three proposals were voted upon at the Special Meeting, with the Board of Directors of the Company (the “Board”) recommending a vote “FOR” in connection with each of the proposals voted upon, as further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 4, 2025. At the Special Meeting, the following proposals were approved by the requisite vote of the Company’s shareholders:

Proposal 1 – Approval of the Agreement and Plan of Merger, dated January 24, 2025 (as it may be amended from time to time, the “merger agreement”), by and among Aptean, Inc. (“Aptean”), Update Merger Sub, Inc., a wholly owned subsidiary of Aptean (“Merger Sub”), and Logility (such proposal, the “Merger Agreement Proposal”).

For		Against		Abstain		Broker Non-Votes
27,751,253		65,088		99,395		—

Proposal 2 – Approval, on a non-binding, advisory basis, of the compensation that may be paid or may become payable to Logility’s named executive officers in connection with, or following, the consummation of the merger of Merger Sub with and into Logility (the “merger”).

For		Against		Abstain		Broker Non-Votes
25,372,280		2,263,101		280,355		—

Proposal 3 – Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the merger agreement (such proposal, the “Adjournment Proposal”).

As the Merger Agreement Proposal was approved, the Adjournment Proposal was not necessary.

Item 8.01.

Other Events

Following the approval of the Merger Agreement Proposal, the Company and Aptean expect to complete the merger on April 4, 2025 (subject to the satisfaction of customary closing conditions).

Forward-Looking Statements

Statements in this Current Report on Form 8-K (this “Form 8-K”) that are not historical facts are “forward-looking statements” that involve risks and uncertainties that could cause actual results or performance to differ materially from those contained in the forward-looking statements. Such statements are based on management’s expectations as of the date they are made and are not guarantees of future results. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “anticipate,” “believe,” “continue,” “could,” “expect,” “may,” “should,” “intend,” “seek,” “estimate,” “plan,” “target,” “project,” “likely,” “will,” “future” or other similar words or phrases. These risks and uncertainties include, but are not limited to, factors such as: (i) continuing U.S. and global economic uncertainty and the timing and degree of business recovery; (ii) the irregular pattern of the Company’s revenues; (iii) dependence on particular market segments or customers; (iv) competitive pressures; (v) market acceptance of the Company’s products and services; (vi) technological complexity; (vii) undetected software errors; (viii) potential product liability or warranty claims; (ix) risks associated with new product development; (x) the challenges and risks associated with integration of acquired product lines, companies and services; (xi) uncertainty about the viability and effectiveness of strategic alliances; (xii) the Company’s ability to satisfy in a timely manner all Securities and Exchange Commission (“SEC”) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; (xiii) the ability to meet the closing conditions to the proposed transaction with Aptean (the “proposed transaction”) on the expected timeframe or at all; (xiv) potential adverse reactions or changes to business relationships, operating results, financial results and the business generally resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (xv) actual or threatened litigation relating to the proposed transaction or otherwise; (xvi) the inability to retain key personnel, management or clients, or potential diminished productivity due to the impact of the proposed transaction on the Company’s current and prospective employees, key management, clients and other business partners; (xvii) risks related to diverting management’s attention from the Company’s ongoing business operations; (xviii) unexpected delays, costs, charges, fees or expenses resulting from the proposed transaction or the assumption of undisclosed liabilities related thereto; (xix) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (xx) the risk that the price of the Company’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed; (xxi) the ability to successfully integrate operations and employees and to realize anticipated benefits and synergies of the proposed transaction as rapidly or to the extent anticipated; (xxii) actions by competitors; (xxiii) general adverse economic, political, social and security conditions in the regions in which Logility and Aptean operate; and (xxiv) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, and in other documents that the Company subsequently files from time to time with the SEC. Statements in this Form 8-K that are “forward-looking” include, without limitation, statements about the timing of Aptean’s proposed transaction to acquire Logility. You are cautioned not to place undue reliance on these forward‑looking statements, which speak only as of the date of this Form 8-K. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this Form 8‑K.

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.

			LOGILITY SUPPLY CHAIN SOLUTIONS, INC.
		By:	/s/ Vincent C. Klinges
			Name: Vincent C. Klinges
Date:	April 3, 2025		Title: Chief Financial Officer

Logility Supply Chain Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events