GENERAL INFORMATION

This Proxy Statement and accompanying form of proxy, solicited on behalf of the Board of Directors, are first being sent to ~~stockholders~~shareholders on or about April ~~7, 2022.~~6, 2023.

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

Proposals

~~Stockholders~~Shareholders are being asked to vote on the following matters at the ~~2022~~2023 Annual Meeting.

Proposal

Description

Vote

Requirement for

Approval

Board Recommendation

Effect of Abstentions

Effect of Broker

Non-Votes

Proposal One

Election of Directors

Majority of votes cast

FOR

No effect

~~page~~ 11

No effect

Proposal Two

~~Amendment to Our Restated Certificate of Incorporation for A Stockholder Majority Vote Requirement for Mergers, Share Exchanges and Certain Other Transactions~~

~~66.67%~~

~~FOR~~

~~page~~ 21

~~Proposal Three~~

~~Amendment to Our Restated Certificate of Incorporation to Permit Stockholders Holding At Least 20% of The Voting Power to Call a Special Meeting of Stockholders~~

~~66.67%~~

~~FOR~~

~~page~~ 22

~~Proposal Four~~

~~Amendment to Our Restated Certificate of Incorporation to Provide Stockholders Holding At Least 20% of Outstanding Shares with the Right to Request Stockholder Action by Written Consent~~

~~66.67%~~

~~FOR~~

~~page~~ 24

~~Proposal Five~~

Advisory Approval of Our Executive Compensation

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

~~page~~ 25

No effect

Proposal ~~Six~~Three

Ratification of Our Independent Auditors for Fiscal Year ~~2022~~2023

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

~~page~~ 26

Discretionary vote

Proposal Four

Advisory Resolution on the Frequency of Shareholder Voting on Our Executive Compensation

Majority of shares present in person or represented by proxy

1 YEAR

Counted as “AGAINST”

No effect


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Director Nominees

The following table summarizes certain attributes of each director nominee. Each item, including the age and tenure calculations, is current as of the ~~2022~~2023 Annual Meeting.

Glenn A.

Carter

Brenda A.

Cline

Ronnie D.

Hawkins, Jr.

Mary L.

Landrieu

John S.

Marr, Jr.

H. Lynn

Moore, Jr.

Daniel M.

Pope

Dustin R.

Womble

Glenn A.

Carter

Brenda A.

Cline

Ronnie D.

Hawkins, Jr.

Mary L.

Landrieu

John S.

Marr, Jr.

H. Lynn

Moore, Jr.

Daniel M.

Pope

Dustin R.

Womble

Board Tenure (Years)

Age (Years)

Gender (Male/Female)

Race/Ethnicity:

African American/Black

•

African American/Black

•

Caucasian/White

•

Caucasian/White

•

Independent Director

•

Independent Director

•

Committee(s)

NGC (C)

Comp

Audit (C)

NGC

Comp

Audit

NGC

Exec

(C)

Exec

Comp (C)

Audit

Committee(s)

NGC (C)

Comp

Audit (C)

NGC

Comp

Audit

NGC

Exec

(C)

Exec

Comp (C)

Audit

NGC = Nominating and Governance Committee

Audit = Audit Committee

Comp = Compensation Committee

Exec = Executive Committee

Each nominee has indicated that they are able and willing to serve as a director. If any ~~of the nominees~~nominee becomes unable to serve prior to the meeting, the persons named in the enclosed proxy will vote the shares covered by your executed proxy for a substitute nominee as selected by the Board of Directors.


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Corporate Governance Facts: At A Glance

Recent ~~Enhancements~~Highlights Include:

~~Amended our Bylaws~~Entered into one-year executive employment agreements with Named Executive Officers in 2022 with automatic renewal provision, replacing legacy five-year employment agreements and corresponding equity grants where applicable.

Stock options no longer part of executive compensation.

Any Named Executive Officer’s severance in connection with a change-in-control transaction is now subject to ~~provide for proxy access right~~a “double trigger,” requiring termination of employment on specified grounds, rather than the “single trigger” occurrence of the change in control only.

~~Endorsed proposal to amend our Restated Certificate of Incorporation to update~~Shareholders approved three ~~stockholder~~shareholder rights provisions

~~Named to Dow Jones Sustainability Index (DJSI) North America~~

~~Formalized Audit Committee’s oversight responsibility for information security matters~~

~~Adopted Internal Audit Charter and Lead Independent Director Charter~~

~~Adopted Anti-Bribery Policy to supplement Code of Business Conduct and Ethics~~

~~Published Tyler tax policy~~ at 2022 annual meeting.

Board and Committee ~~Summary~~
Overview

Current Board size: 8

Current number of independent directors: 5

Board committees consisting entirely of independent directors: Audit, Nominating and Governance, and Compensation

All directors attended at least 75% of meetings held

All directors are elected annually

Majority voting standard for directors in uncontested elections

Plurality carveout for contested elections

Director resignation policy

Separate Board Chair and CEO

Lead Independent Director appointed

Independent directors to meet in executive sessions

Board and committees conduct annual self-evaluations

Stock anti-hedging and pledging policy in effect

Risk oversight by full board and as allocated to committees

Annual advisory vote on executive compensation since 2017; recommended to continue in 2023

Stock ownership requirements for directors and executive officers

Executive compensation recovery policy

~~Stockholder~~Shareholder Rights Snapshot

~~Board adopted proxy access bylaw~~

Tyler is not a controlled company

The Board is not a classified board

No cumulative voting

Board has ability to issue blank-check preferred stock

~~Board is recommending~~Shareholders approved majority vote requirement for mergers, share exchanges, and certain other transactions ~~(see Proposal Two)~~at 2022 annual meeting

~~Board is recommending stockholder~~Shareholders approved provision for shareholder ability to call special meetings ~~(see Proposal Three)~~at 2022 annual meeting

~~Board is recommending stockholder~~Shareholders approved provision for shareholder ability to request action by written consent ~~(see Proposal Four)~~at 2022 annual meeting


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Compensation Facts: At A Glance

Our executive compensation program is designed and administered to reward for performance ~~which drives stockholder value~~ based on the following objectives:

Provide compensation that attracts, motivates, retains and rewards a talented executive team with deep experience in the public sector and the technology industry;

Design compensation to prevent excessive ~~risk taking~~risk-taking and reward for responsible ~~cost management~~growth of revenue and operating margin with a mix of compensation elements balanced between fixed pay, annual incentives, and long-term incentives; and

Deliver compensation based on the achievement of key operational results and long-term strategic objectives which drive Company performance and align executive compensation with increased ~~stockholder~~shareholder value.


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To achieve these objectives, elements of our compensation program include:

A mix of fixed compensation, short-term incentives, and long-term incentives to provide total compensation designed to attract and retain executive talent and reward sustained strong ~~performance. More than two-thirds of total target compensation to Named Executive Officers provided as “at risk” compensation~~performance

More than two-thirds of total target compensation to Named Executive Officers provided as “at risk” compensation

Performance-based incentives linked to achievement of annual and long-term growth goals

No material non-cash benefits, deferred compensation benefits, or other executive perquisites

Health and welfare benefits provided to Named Executive Officers on the same terms as broadly available to Company employees

Executive compensation subject to an executive compensation recovery policy

Executive requirements to hold a meaningful ownership stake in the Company, consistent with our stock ownership guidelines

Caps and appropriate controls to ensure excessive risk is not incentivized

Prohibition on stock option exchanges or repricing without ~~stockholder~~shareholder approval

Minimum one-year vesting period under our 2018 Stock Incentive Plan

Enforcement of a stock anti-hedging and pledging policy

An annual ~~stockholder~~shareholder advisory vote on Named Executive Officer compensation since 2017, and recommended to continue

Engagement with ~~stockholders~~shareholders on executive compensation perspectives

~~Elimination of single-trigger change in control provisions which expire when 2018 Named Executive Officer employment agreements expire in 2023~~

Conduct of an annual compensation-related risk assessment

No excise tax payments or “gross ups” on future post-employment compensation to our Named Executive Officers

Annual peer group competitive analysis using publicly traded companies of similar size, most of which are in the enterprise software space, supplemented with a review of compensation data from the Radford Global Technology Survey (the “Radford Survey”)

Our Compensation Committee, comprised entirely of independent directors, is responsible for overseeing our executive compensation program.


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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth certain information concerning the beneficial ownership of our ~~Common Stock~~common stock as of March ~~18, 2022,~~17, 2023, by (i) each beneficial owner of more than 5% of our ~~Common Stock,~~common stock, (ii) each director and nominee, (iii) each “Named Executive Officer” (as defined in the SEC’s Regulation S-K), and (iv) all of our executive officers and directors as a group.

Security Ownership of Directors and Management

Name and Address of Beneficial Owner⁽¹⁾	Direct⁽²⁾	Options Exercisable Within 60 Days⁽³⁾	Stock Awards Vesting Within 60 Days⁽⁴⁾	Other⁽⁵⁾	Total	Percent of Class⁽⁶⁾	Name and Address of Beneficial Owner⁽¹⁾	Direct⁽²⁾	Options Exercisable Within 60 Days⁽³⁾	Stock Awards Vested Within 60 Days⁽⁴⁾	Other⁽⁵⁾	Total	Percent of Class⁽⁶⁾
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	4,243,121⁽⁷⁾	—	—	—	4,243,121	10.2%	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	4,752,857⁽⁷⁾	—	—	—	4,752,857	11.3%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	4,536,823⁽⁸⁾	—	—	—	4,536,823	11.0%	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	3,090,957⁽⁸⁾	—	—	—	3,090,957	7.4%
Directors and Nominees							Directors and Nominees
Glenn A. Carter	1,053	17,000	634	—	18,687	*	Glenn A. Carter	1,287	16,000	724	—	18,011	*
Brenda A. Cline	—	10,000	634	4,002⁽⁹⁾	14,636	*	Brenda A. Cline	634	10,000	724	4,002⁽⁹⁾	15,360	*
Ronnie D. Hawkins, Jr.	—	—	634	—	634	*	Ronnie D. Hawkins, Jr.	634	—	724	—	1,358	*
Mary L. Landrieu	753	—	634	—	1,387	*	Mary L. Landrieu	1,387	—	724	—	2,111	*
Daniel M. Pope	2,576	5,000	634	—	8,210	*	Daniel M. Pope	5,659	—	724	—	6,383	*
Dustin R. Womble	138,084⁽¹⁰⁾	1,231	634	—	139,949	*	Dustin R. Womble	138,718⁽¹⁰⁾	1,231	724	—	140,673	*
Named Executive Officers							Named Executive Officers
John S. Marr, Jr.	63,638	149,349	—	45,150⁽¹¹⁾	258,137	*	John S. Marr, Jr.	50,138	181,333	—	45,150⁽¹¹⁾	276,621	*
H. Lynn Moore, Jr.	85,567	159,600	—	—	245,167	*	H. Lynn Moore, Jr.	89,905	203,000	—	—	292,905	*
Brian K. Miller	40,383	34,500⁽¹²⁾	—	17,455⁽¹³⁾	92,338	*	Brian K. Miller	18,456⁽¹²⁾	56,500	—	26,781⁽¹³⁾	101,737	*
Jeffrey D. Puckett⁽¹⁴⁾	5,145	54,498	—	—	59,643	*	Jeffrey D. Puckett	6,030	52,648	—	—	58,678	*
Directors and executive officers as a group (10 persons)	337,199	431,178	3,804	66,607	838,788	2.0%	Directors and executive officers as a group (10 persons)	312,848	520,712	4,344	75,933	913,837	2.2%

*	Less than one percent of our outstanding common stock

(1)	Unless otherwise noted, the address of each beneficial owner is our corporate headquarters: 5101 Tennyson Parkway, Plano, Texas 75024.

(2)	“Direct” represents shares as to which each named individual has sole voting or dispositive power. All share numbers are rounded to the nearest whole share.

(3)	“Options Exercisable within 60 Days” reflects the number of shares that could be purchased by exercise of options at March ~~18, 2022,~~17, 2023, or within 60 days thereafter.

(4)	“Stock Awards Vested within 60 Days” reflects the number of restricted stock units that will vest and be settled in shares at March ~~18, 2022,~~17, 2023, or within 60 days thereafter.

(5)	“Other” represents the number of shares of common stock as to which the named entity or individual share (or may be deemed to share) voting and dispositive power with another entity or individual(s).

(6)

Based on ~~41,431,247~~41,895,333 shares of our common stock issued and outstanding at March ~~18, 2022.~~17, 2023. Each ~~stockholder’s~~shareholder’s percentage is calculated by dividing (a) the number of shares beneficially owned by (b) the sum of (i) ~~41,431,247~~41,895,333 plus (ii) the number of shares such owner has the right to acquire within 60 days.

(7)

Based on information reported by BlackRock, Inc. on Amendment No.14 to Schedule 13G that was filed with the SEC on January 27, 2022. BlackRock, Inc. is deemed to have beneficial ownership of all of these shares, which includes sole voting power for 3,881,004 shares and sole investment power for all 4,243,121 shares.

~~(8)~~

Based on information reported by The Vanguard Group on Amendment No. 1011 to Schedule 13G that was filed with the SEC on February 9, ~~2022.~~2023. The Vanguard Group is deemed to have beneficial ownership of these shares, which includes sole voting power of 0 shares, sole investment power of ~~4,368,233~~4,578,343 shares, shared voting power of ~~168,590~~60,914 shares, and shared investment power of ~~69,873~~174,514 shares.

(8)

Based on information reported by BlackRock, Inc. on Amendment No. 15 to Schedule 13G that was filed with the SEC on January 31, 2023, BlackRock, Inc. is deemed to have beneficial ownership of all of these shares, which includes sole voting power for 2,843,967 shares, sole investment power for all 3,090,957 shares.

(9)

The shares are owned by a family limited partnership in which Ms. Cline and her husband each own a ~~49%~~44% limited partner interest and the general partner, a limited liability company, owns a 2% general partner interest. The general partner is equally owned by Ms. Cline and her husband. Ms. Cline disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

(10)	Includes: ~~25,200~~12,705 shares of common stock pledged to secure personal debt and ~~27,894~~4,500 shares of our common stock held in a margin account.


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(11)

Includes: (a) 39,500 shares of common stock held in a partnership in which Mr. Marr is the general partner and has sole voting and investment power (the partnership is owned 99% by a trust in which Mr. Marr’s disclaims beneficial ownership and 1% by the general partner); and (b) 5,650 shares held in two trusts for which Mr. Marr is a co-trustee and is deemed to have shared voting and dispositive power. Mr. Marr disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(12)	Includes: 7,310 shares held in a margin account.

(13)

Includes: (a) 17,455 shares owned indirectly, which are owned by a family trust for which Mr. Miller’s spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of Mr. Miller’s children is a beneficiary and Mr. Miller is the trustee; and ~~(b)~~(c) 4,743 shares owned indirectly, which are owned by a family trust for which one of Mr. Miller’s children is a beneficiary and Mr. Miller is the trustee. ~~Mr. Miller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.~~

~~(13)~~

The shares are owned by a family trust for which Mr. Miller’s spouse is the beneficiary and trustee. Mr. Miller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

~~(14)~~

~~Mr. Puckett is a Named Executive Officer effective May 11, 2021.~~

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires that our directors, executive officers, and 10% or more ~~stockholders~~shareholders file with the SEC and New York Stock Exchange initial reports of ownership and reports of changes in ownership of our common stock. These persons are required to furnish us with copies of all Section 16(a) reports they file with the SEC. To our knowledge, based solely upon (i) our review of the copies of the forms we received during ~~2021~~2022 and (ii) written representations from our directors and executive officers, we believe that all of our directors, officers, and 10% or more ~~stockholders~~shareholders, complied with all Section 16(a) filing requirements during 2021, with three exceptions. Filings were made on December 6, 2021, on behalf of each of Messrs. Marr, Miller, and Puckett with respect to a December 1, 2021, option grant due to technical problems with filings attempted on December 3, 2021.2022.


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PROPOSALS FOR CONSIDERATION

Proposal One – Election of Directors

At the annual meeting, you will be asked to elect a board of eight directors. The nominees for director are: Glenn A. Carter; Brenda A. Cline; Ronnie D. Hawkins, Jr.; Mary L. Landrieu; John S. Marr, Jr.; H. Lynn Moore, Jr.; Daniel M. Pope; and Dustin R. Womble. For more information regarding these nominees and their qualifications, see “Director Nominees and Executive Officers.”

Majority Voting Standard

Under our bylaws, directors must be elected by a majority of the votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “withhold” applicable to that nominee. Abstentions and broker non-votes are not counted as votes “for” or “withhold” applicable to a director nominee. Any nominee who does not receive a majority of votes cast “for” their election would be required to tender their resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the ~~stockholder~~shareholder vote, the Nominating and Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and to disclose its decision-making process. Cumulative voting for the election of directors is not permitted. In a contested election, the required vote would be a plurality of votes cast.

Criteria for Selecting Director Nominees

Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees, which includes the following qualifications:

Sound personal and professional integrity

An inquiring and independent mind

Practical wisdom and mature judgment

Broad training and experience at the policy-making level of business, finance and accounting, government, education, or technology

Expertise that is useful to Tyler and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained

Willingness to devote the required time to carrying out the duties and responsibilities of Board membership

Commitment to serve on the Board for several years to develop knowledge about our business

Willingness to represent the best interests of all ~~stockholders~~shareholders and objectively appraise management performance

Involvement only in activities or interests that do not conflict with the director’s responsibilities to Tyler or our ~~stockholders~~shareholders

In identifying nominees for director, the Board of Directors focuses on ensuring that it reflects a diversity of experiences and backgrounds that will complement our business and enhance the function of the Board. The Board prefers a mix of backgrounds and experience among its members. The Board ~~has not adopted a formal policy with respect to its consideration of diversity and~~ does not follow any ratio or formula to determine the appropriate mix; rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of board service.

Following the ~~2022~~2023 annual meeting, our Board of Directors will be composed of eight individuals, including two employee directors. We believe the mix of ~~outside~~ experience from our ~~independent~~outside directors coupled with the specific industry experience of our employee directors provides an appropriate diversity of experience to effectively manage our business. In addition, each ~~independent~~outside director has extensive public sector, chief executive officer, and/or or other executive leadership position experience with businesses of varying size in various industries, and/or with local, state, or federal government. A substantial majority of our directors have valuable experience in building and sustaining a successful business enterprise. In addition, our two most recent director additions include one woman and one racially diverse candidate.

The Nominating and Governance Committee believes that the above-mentioned attributes and business experience, coupled with the diverse backgrounds summarized above, provide us with the perspectives, insights and judgment necessary to guide our Company’s strategies, ~~and~~ monitor their ~~execution.~~execution, and perform effective oversight. For additional discussion, please see the section on “Board Diversity,” below.


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~~Stockholder-Recommended~~Shareholder-Recommended Director Candidates

Our Nominating and Governance Committee considers director candidates nominated to the Board of Directors at an annual meeting of ~~stockholders~~shareholders by a ~~stockholder~~shareholder entitled to vote for the election of directors at that meeting. A nominating ~~stockholder~~shareholder must comply with the notice procedures set forth in Article III, Section 4 of the Company’s bylaws. The Nominating and Governance Committee may require any proposed nominee to provide additional information ~~reasonable~~reasonably required to determine the eligibility of the proposed nominee to serve as director.

The Company’s Corporate Secretary must receive any ~~stockholder~~shareholder nomination not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. In the case of an annual meeting which is held more than 30 days before or 70 days after such anniversary date, or if no annual meeting was held in the preceding year, then in order for the notice by the ~~stockholder~~shareholder to be considered timely, it must be received no earlier than 120 days prior to the annual meeting and no later than 90 days before the annual meeting or the close of business on the 10^th day following the first public announcement of the annual meeting, whichever is later.

Director Nominee Qualifications

The Board and the Nominating and Governance Committee look for directors who have qualifications that are relevant to Tyler, that support our various strategic initiatives, and that serve the interests of our ~~stockholders.~~shareholders. The table below summarizes why the qualifications we have highlighted are of particular importance to Tyler, and how the composition of our current Board, comprised of our director nominees, as a whole meets those areas of importance.

Qualification	Relevance to Tyler	Board Composition
Accounting/Auditing	We operate in a complex financial environment with disclosure requirements, internal controls, and detailed business processes.	3
Business Operations	We have significant business operations focused on business development and sales, implementation, support and maintenance, product development, marketing, and various back-house operations, including cloud hosting services.	7
Capital Management	We allocate capital in various ways to run our operations, grow our core businesses, invest in our products, add to our technology portfolio, and return value to our ~~stockholders.~~shareholders.	8
Corporate Governance	We require the effective and transparent corporate oversight, ethics and responsibility expected of a public company.	5
Cybersecurity	We are committed to providing our products and services in a secure manner, protecting the integrity of the information we service and the privacy of our constituents.	45
Financial Literacy	We are routinely involved in or managing complex financial transactions and/or reporting requirements.	8
Industry Experience	We believe that experience in the software industry is relevant to an understanding of our business, strategy and marketplace.	6
Other Public Board(s)	We value the experience that comes with having served on another public board or boards.	2
Public Company Executive	We rely on directors with experience leading a large organization that is publicly traded for the practical insights on issues such as transparency, accountability and integrity.	3
Public Sector Service	We empower the public sector and find deep benefits in counting current or former leaders from local, state and federal government agencies among our directors.	3
Risk Management	We must develop, maintain, and continuously improve policies and procedures that effectively manage compliance and risk.	8


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This table corresponds each qualification and experience summarized above with our director nominees.

Accounting/Auditing

•

Business Operations

•

Capital Management

•

Corporate Governance

•

Cybersecurity

•

Financial Literacy

•

Industry Experience

•

Other Public Company Board(s)

•

Public Company Executive

•

Public Sector Service

•

Risk Management

•

Board Diversity

We champion a diversity of experience, skills, viewpoints, and backgrounds, including but not limited to the diversity of race, ethnicity, gender, geography and/or areas of expertise. More than one-third of our directors are diverse in terms of race or gender. Our director nominees range in age from 5455 to 6667 years of age.

Our Nominating and Governance Committee is focused on continued diversity on the Board. The Committee recognizes the evolving support for boards to achieve a fixed target of 30% women representation, with some calling for that achievement by 2023. While the Board has not taken a metrics-based approach to identifying director nominees and believes in the principles set forth in the Company’s Corporate Governance Guidelines and Board charters, the Committee champions Board diversity and ~~takes~~respectfully acknowledges the 30% target ~~seriously.~~as another indicator of the value of Board diversity.

~~The~~As noted in our 2022 Proxy Statement, the Board welcomed two new Board members ~~recently:~~just before and during the COVID-19 pandemic: Mary L. Landrieu in 2020 and Ronnie D. Hawkins, Jr. in 2021. The Board isremains committed to being a tightly integrated, highly functioning Board, and is respectful of the extended onboarding process Senator Landrieu and Mr. Hawkins experienced given the disruptions of the ~~COVID-19~~ pandemic and its impact on the Board’s ability to meet regularly in person. For at least that reason, coupled with the Board’s confidence that its director nominees continue to represent the appropriate mix of skills, experience, and backgrounds to serve the Company and its ~~stockholders~~shareholders well, the Board is not recommending the nomination of an additional director or directors in ~~2022.~~2023. Over the course of ~~2022,~~2023, however, the Board ~~expects to work~~will keep working closely with the Nominating and Governance Committee to identify potential additions to the Board, and ~~equally~~ expects to prioritize gender and/or racial/ethnic diversity in potential candidates.


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Board Tenure

We believe that directors with varied tenure contribute to a range of perspectives, ensure knowledge transfer, and refresh the dynamics of the Board. As of the ~~2022~~2023 Annual Meeting, our director nominees will range in tenure from ~~one year~~two years to 2021 years, with an average tenure of ~~8.4~~9.4 years of service.

				Less Than 3 Years			3-6 Years			7-10 Years			More Than 10 Years					Less Than 3 Years			3-6 Years			7-10 Years			More Than 10 Years
	Tenure			2			2			2			2		Tenure			1			2			3			2


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Director Nominees and Executive Officers

Below is a brief description of our director nominees and named executive officers. Each director holds office until our next annual meeting or until their successor is elected and qualified. ~~Executive~~Named executive officers are elected annually by the Board of Directors and hold office until the next annual Board meeting or until their successors are elected and qualified.


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		Brenda A. Cline, age 61 62 Director Director since:2014 Other Current Reporting Company Directorships:Range Resources Corporation
Ms. Cline has served as a director since 2014. Ms. Cline also serves as Chair of the Audit Committee and is a member of the Nominating and Governance Committee. Since 1993, Ms. Cline has served as Chief Financial Officer, Treasurer, and Secretary of the Kimbell Art Foundation, a private foundation that owns and operates the Kimbell Art Museum in Fort Worth, Texas. In such capacities, Ms. Cline oversees the foundation’s investment portfolio of over ~~$300~~$400 million, including asset allocation, risk management, and investment performance; manages all treasury functions; and supervises all foundation and museum business operations, including budgeting, cash management, employee benefit plans, insurance, debt issuance and compliance, financial reporting, and contractual and legal matters. Ms. Cline is also an Executive Officer of Museum Hospitality, Inc. Ms. Cline also serves as a director of Range Resources Corporation (NYSE: RRC), where she ~~also~~ currently serves as Chair of the Audit Committee. Ms. Cline has also served as an Independent Trustee of American Beacon Funds since 2004 and currently serves as the Chair of the Board of Trustees, formerly served as the Chair of the Audit and Compliance Committee, and formerly served as the Co-Chair of the Investment Committee. Since 1998, Ms. Cline has also served as a Trustee of Texas Christian University (“TCU”), in Fort Worth, Texas. Ms. ~~Cline's~~Cline’s services for TCU include serving as the former Chair of the Investment Committee and Fiscal Affairs Committee, member of the Audit Committee and Executive Committee, and former member of the Student Relations Committee and Academic Affairs Committee. From 2017 through 2021, she was a board trustee of The Cushing Asset Management Closed-End Funds, which oversees various investment funds including The Cushing MLP & Infrastructure Total Return Fund (NYSE: SRV) and The Cushing NextGen Infrastructure Income Fund (NYSE: SZC), where she formerly served as Chair of the Audit Committee and a member of the Nominating and Governance Committee. From 1993 until 2013, Ms. Cline served as a contract author for Thomson Reuters (formerly “Practitioners Publishing Company”), writing and editing published financial accounting and reporting books. Ms. Cline is a certified public accountant.
Key Attributes, Experience and Skills:
•	Executive operational and investment management experience for the Kimbell Art Foundation
•	Outside board experience as a director of Range Resources Corporation, trustee of American Beacon Funds, and ~~formerly a~~former trustee of The Cushing Asset Management Closed-End Funds
•	Fiduciary and executive experience as a university trustee and on other senior university committees
•	Certified Public Accountant and audit experience with a large public accounting firm


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Our Board of Directors unanimously recommends that the ~~stockholders~~shareholders vote FOR each of the nominees for director.


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Proposal Two – ~~Amendment to Our Restated Certificate of Incorporation for~~

~~Mergers, Share Exchanges and Certain Other Transactions~~

The Board recommends that the Company’s stockholders approve and adopt an amendment to Article Eighth of the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to state explicitly the majority vote requirement for stockholder approval of mergers, share exchanges, and other transactions that do not involve interested stockholders (the “Vote Threshold Amendment”).

The text of the Vote Threshold Amendment is contained in Appendix A. Stockholders should review the text of the Appendix, together with the Company’s existing Charter, which is included as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC.

The Board believes that explicitly providing in the Charter for a majority vote requirement for mergers, stock exchanges, or other transactions that are not Business Combinations involving Interested Stockholders (as such terms are defined in Article Ninth of the Charter) is in the best interests of stockholders. The Charter already provides for a process by which the Board may evaluate “Acquisition Proposals,” as defined in Article Eighth, Section 1, and the Charter also enumerates the supermajority voting standard required for approving Business Combinations that involve an Interested Stockholder. The Charter does not, however, explicitly state the vote threshold required for other transactions that do not constitute Business Combinations with Interested Stockholders.

The Board believes that explicitly providing for a majority vote standard for transactions that do not constitute Business Combinations involving Interested Stockholders is in the best interest of the stockholders. Specifically, the Vote Threshold Amendment proposes to clarify in the Charter that, for a merger or share exchange of the Company (other than a parent-subsidiary merger not requiring a vote of the Company’s stockholders under Delaware law), a sale of substantially all of the Company’s assets, or the liquidation or dissolution of the Company, the action must be approved by the affirmative vote of the holders of not less than a majority of the voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

The Board and the Nominating and Governance Committee have carefully considered the implications of the Vote Threshold Amendment. The rights reflected in the Vote Threshold Amendment are increasingly considered by investors to be an important aspect of good corporate governance and this clarification will provide better transparency related to the corporate governance practices of the Company. The Nominating and Governance Committee, which is comprised entirely of independent directors, regularly considers and evaluates a broad range of corporate governance issues affecting the Company, and has recommended the Vote Threshold Amendment to the Board. The Board unanimously endorsed the Vote Threshold Amendment for stockholder vote.

The above description of the Vote Threshold Amendment is a summary, and is qualified by and subject to the full text of the Vote Threshold Amendment. Stockholders should review in full the text of the Vote Threshold Amendment that is contained in Appendix A, together with the Charter, which is included as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC. Additions of text are indicated by underlining, and deletions of text are indicated by strike-outs.

~~Approval and adoption of the Vote Threshold Amendment requires the affirmative vote of the holders of at least~~ ~~two-thirds~~ or more of the outstanding voting stock. If the Vote Threshold Amendment is approved and adopted by our stockholders, the Company will file a certificate of amendment setting forth the Vote Threshold Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing. If the stockholders do not approve and adopt the Vote Threshold Amendment, then it will not become effective, and the corresponding amendment will not be implemented.

~~Our Board of Directors unanimously recommends that the stockholders vote~~ ~~FOR~~ ~~the Vote Threshold Amendment to our Restated Certificate of Incorporation.~~


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~~Proposal Three – Amendment to Our Restated Certificate of Incorporation to Permit Stockholders Holding At Least 20% of The Voting Power to Call A Special Meeting of Stockholders~~

The Board recommends that the Company’s stockholders approve and adopt an amendment to Article Eighth of the Company’s Restated Certificate of Incorporation, as amended) (the “Charter”), to provide stockholders who comply with the requirements of the Company’s Charter and the Amended and Restated Bylaws (the “Bylaws”) with the right to request that the Company call a special meeting of stockholders (the “Special Meeting Amendment”).

Our Board has recommended that the stockholders vote in favor of the Special Meeting Amendment, and has approved, pending the approval of the Special Meeting Amendment, corresponding changes to our Bylaws that outline the notice, information, and other requirements related to the Special Meeting Amendment.

The text of the Special Meeting Amendment is contained in Appendix A. The Board has also approved, subject to the effectiveness of the Special Meeting Amendment, corresponding changes to the Bylaws, as applicable. Those proposed changes to the Bylaws are contained in Appendix B. Stockholders should review the text of both Appendices, together with the Charter, which is included as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC.

The Board believes that it is in the best interest of our stockholders to permit stockholders to call a special meeting of the Company, so long as those stockholders who seek to call such a special meeting own, in the aggregate, at least 20% of the voting power of the shares of the Corporation then entitled to vote on the matter(s) and follow the procedures set forth in the proposed conforming changes to the Bylaws.

The Board supports a special meeting right for stockholders, so long as the request is made by stockholders owning a significant percentage of Company shares. The Board, however, recognizes that convening a special meeting involves significant management time and attention that could disrupt focus on other corporate priorities and imposes new legal, administration, and distribution costs on the Company. As such, the Board believes that special meetings should only be convened in special or extraordinary circumstances, compelled by fiduciary, strategic, material or similar considerations that should be addressed immediately, not delayed until the next annual meeting, and are of interest to a broad base of stockholders.

The Board also believes that establishing a 20% ownership threshold to request that the Company call a special meeting strikes a reasonable and accepted balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests that are not shared generally by all the Company’s stockholders, could request that the Company call one or more special meetings that could result in unnecessary financial expense and disruption to our business operations. Likewise, the Board believes that only stockholders with a true economic interest in the Company should be entitled to employ the special meeting mechanism and, after reviewing a number of factors, determined that a threshold of 20% is appropriate.

The Board recognizes that the power to call a special meeting of stockholders has historically been used by acquirors in the hostile merger and acquisition context. Potential acquirors seeking to take over the Company for an inadequate price could threaten to call a special meeting of stockholders to replace members of the Board, thereby increasing their negotiating leverage or creating a way to avoid negotiating with the Board at all, frustrating the Board’s exercise of its legal duty to protect the interests of all stockholders. Establishing a 20% ownership threshold to exercise the special meeting mechanism mitigates the risk that corporate resources are wasted or the Company’s business operations unduly disrupted because of narrow self-interests of a minority of stockholders.

On the other hand, the Company has already established other processes by which stockholders may communicate directly with the Board throughout the year and on any topic of interest to stockholders. The Board and the Company will continue to maintain these governance mechanisms that afford management and the Board the ability to respond to the concerns of all stockholders, regardless of the level of share ownership.

In light of these considerations, and in view of the Company’s current size and stockholder composition, establishing a 20% threshold for the right of stockholders to request that the Company call a special meeting provides stockholders with a meaningful right, while helping protect the long-term interests of the Company and the broad base of its stockholders. In addition, a 20% meeting ownership threshold is in line with current market practice.

The proposed right of stockholders to request that the Company call special meetings is also subject to the notice, information, and other requirements and limitations set forth in the proposed changes to the Bylaws. If a requesting stockholder does not comply with the requirements and conditions proposed in the Bylaws, a special meeting request by that stockholder will be deemed invalid. Likewise, requests to call a special meeting to vote on matters recently voted on by stockholders, or that will be considered by stockholders imminently at an upcoming meeting of stockholders, will not be permitted. The Board believes these requirements and limitations are important to, among other things, avoid inappropriate, duplicative, and/or unnecessary special meetings.


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The Board and the Nominating and Governance Committee have carefully considered the implications of the Special Meeting Amendment and the proposed conforming changes to the Bylaws. The rights reflected in the Special Meeting Amendment are increasingly considered by investors to be an important aspect of good corporate governance. The Nominating and Governance Committee, which is comprised entirely of independent directors, regularly considers and evaluates a broad range of corporate governance issues affecting the Company, and has recommended the Special Meeting Amendment to the Board. The Board is strongly committed to good corporate governance. The Board unanimously endorsed the Special Meeting Amendment for stockholder vote.

The above description of the Special Meeting Amendment is a summary, and is qualified by and subject to the full text of the Special Meeting Amendment provided in Appendix A, and by the proposed conforming changes to the Bylaws provided in Appendix B. Stockholders should review these documents. Additions of text are indicated by underlining, and deletions of text are indicated by strike-outs.

~~Approval and adoption of the Special Meeting Amendment requires the affirmative vote of the holders of at least~~ ~~two-thirds~~ or more of the outstanding voting stock, voting together as a single class. If the Special Meeting Amendment is approved and adopted by our stockholders, the Company will file a certificate of amendment setting forth the Special Meeting Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing. Effective upon the effectiveness of the Special Meeting Amendment, the proposed conforming changes to the Bylaws will also become effective. If the stockholders do not approve and adopt the Special Meeting Amendment, then it will not become effective, and the corresponding amendment will not be implemented.

~~Our Board of Directors unanimously recommends that the stockholders vote~~ ~~FOR~~ ~~the Special Meeting Amendment to our Restated Certificate of Incorporation.~~


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Proposal Four – Amendment to Our Restated Certificate of Incorporation to Provide Stockholders Holding At Least 20% of Outstanding Shares with The Right to Request Stockholder Action by Written Consent

The Board recommends that the Company’s stockholders approve and adopt an amendment to Article Eighth of the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to provide stockholders who comply with the requirements of the Company’s Charter and the Amended and Restated Bylaws (the “Bylaws”) with the right to request certain actions, which stockholders could take at a meeting of stockholders, be taken by written consent (the “Written Consent Amendment”).

Our Board has recommended that the stockholders vote in favor of the Written Consent Amendment, and has approved, pending the approval of the Written Consent Amendment, corresponding changes to our Bylaws that outline the notice, information, and other requirements related to the Written Consent Amendment.

The text of the Written Consent Amendment is contained in Appendix A. The Board has also approved, subject to the effectiveness of the Written Consent Amendment, corresponding changes to the Bylaws, as applicable. Those proposed changes to the Bylaws are contained in Appendix B. Stockholders should review the text of both Appendices, together with the Charter, which is included as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC.

The Board has reviewed the growing corporate governance practice to permit stockholders to take action by written consent. After carefully considering relevant trends and best practices, and in view of the Board’s commitment to sound corporate governance, the Board believes that stockholders should be able to act by written consent, so long as they comply with certain procedural and other requirements. Those procedural and other requirements, as detailed in the Written Consent Amendment, protect the Company and its stockholders against potential risks associated with permitting stockholders to act by written consent.

To reduce the risk that a small group of self-interested stockholders with goals inconsistent with the best interests of the Company or the views of stockholders generally, the Written Consent Amendment requires holders of at least 20% of outstanding shares to request that the Company take action by written consent. To provide transparency about the action proposed to be taken by written consent, the requesting stockholder(s) must also provide the Company with the same information required to be provided by any Company stockholder seeking to nominate a director or bring other business before a meeting of stockholders. To provide adequate time for the Board to evaluate a stockholder request for action by written consent, and for stockholders to consider the proposal, specific time limitations are set forth. And to ensure that the written consent complies with applicable laws and is not duplicative of other action(s), the Written Consent Amendment provides that the Board is not required to set a record date for taking an action by written consent under specific conditions, including but not limited to matters not properly subject to stockholder action under applicable law or requests that are duplicative of items of business set for upcoming stockholder meetings.

The Board and the Nominating and Governance Committee have carefully considered the implications of the Written Consent Amendment and the proposed conforming changes to the Bylaws. The rights reflected in the Written Consent Amendment are increasingly considered by investors to be an important aspect of good corporate governance, to which the Board is firmly committed. The Nominating and Governance Committee, which is comprised entirely of independent directors, regularly considers and evaluates a broad range of corporate governance issues affecting the Company, and has recommended the Written Consent Amendment to the Board. The Board unanimously endorsed the Written Consent Amendment for stockholder vote.

The above description of the Written Consent Amendment is a summary, and is qualified by and subject to the full text of the Written Consent Amendment provided in Appendix A, and by the proposed conforming changes to the Bylaws provided in Appendix B. Additions of text are indicated by underlining, and deletions of text are indicated by strike-outs. Stockholders should review these documents in full.

~~Approval and adoption of the Written Consent Amendment requires the affirmative vote of the holders of at least~~ ~~two-thirds~~ or more of the outstanding voting stock, voting together as a single class. If the Written Consent Amendment is approved and adopted by our stockholders, the Company will file a certificate of amendment setting forth the Written Consent Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing. Effective upon the effectiveness of the Written Consent Amendment, the proposed conforming changes to the Bylaws will also become effective. If the stockholders do not approve and adopt the Written Consent Amendment, then it will not become effective, and the corresponding amendment will not be implemented.

~~Our Board of Directors unanimously recommends that the stockholders vote~~ ~~FOR~~ ~~the Written Consent Amendment to our Restated Certificate of Incorporation.~~


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~~Proposal Five –~~ Advisory Approval of Our Executive Compensation

At the 2017 annual meeting, our ~~stockholders~~shareholders voted, on an advisory basis, in favor of holding future ~~stockholder~~shareholder voting on executive compensation on an annual basis. Our Board of Directors decided to follow our ~~stockholders’~~shareholders’ recommendation. Please see Proposal Four regarding our 2023 vote on the ongoing frequency of these advisory approvals.

As described in detail in these proxy materials, our executive compensation program is designed to attract, retain and motivate our named executive officers. The design and administration of our executive compensation program balances responsible assessment of risk and compensation expense with a pay-for-performance design under which more than ~~91%~~90% of our CEO’s 2022 target compensation and 86% of our remaining Named Executive Officers’ 2022 target compensation iswas dependent on the achievement of annual and long-term objectives that increase ~~stockholder~~shareholder value.

The following proposal gives our ~~stockholders~~shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our Named Executive Officers identified in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our compensation philosophy, policies, and practices, as disclosed under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. We are providing this vote as required by Section 14A of the Securities Exchange Act of 1934, as amended. Accordingly, for the reasons discussed in the “Compensation Discussion & Analysis” section of this Proxy Statement, we are asking our ~~stockholders~~shareholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the ~~stockholders~~shareholders of Tyler Technologies, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement for the ~~2022~~2023 Annual Meeting of ~~Stockholders.~~Shareholders.”

The affirmative vote of a majority of the shares present or represented by proxy and voting at the annual meeting is required to approve the advisory resolution on our executive ~~compensation will be approved if holders of a majority of the voting power of the shares actually voted at the annual meeting vote in favor of the proposal.~~compensation.

Because your vote is advisory, it will not be binding on either the Board of Directors or Tyler. However, our Compensation Committee, which is composed solely of independent directors, will take into account the outcome of the ~~stockholder~~shareholder vote on this proposal when considering future executive compensation arrangements. In addition, your non-binding advisory vote described in this Proposal ~~Five~~Two will not be construed (1) as overruling any decision by the Board of Directors, any Board committee, or Tyler relating to the compensation of the Named Executive Officers or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board committee, or Tyler.

Our Board of Directors unanimously recommends that the ~~stockholders~~shareholders vote FORthe advisory approval of our executive compensation.


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Proposal ~~Six~~Three – Ratification of Our Independent Auditors for Fiscal Year ~~2022~~2023

The Audit Committee is responsible for selecting and retaining independent auditors. The Audit Committee has selected Ernst & Young LLP, independent registered public accounting firm, as our independent auditors for fiscal year ~~2022,~~2023, subject to ratification by the ~~stockholders.~~shareholders. The affirmative vote of a majority of the shares present or represented by proxy and voting at the annual meeting is required to ratify Ernst & Young LLP as our independent auditors for fiscal year ~~2022.~~2023.

A representative of Ernst & Young LLP is expected to be present at the annual meeting. That representative will have an opportunity to make a statement, if desired, and will be available to respond to appropriate questions.

Audit and Non-Audit Fees

Ernst & Young LLP served as our independent auditors for fiscal years ~~2021~~2022 and ~~2020.~~2021. Ernst & Young LLP’s fees for all professional services during each of the last two fiscal years were as follows:

	2021	2020		2022	2021
Audit Fees	$3,596,000	$2,989,342	Audit Fees	$3,596,900	$3,596,000
Audit-Related Fees	580,000	—	Audit-Related Fees	620,000	580,000
Other Fees	1,864,000	—	Other Fees	—	1,864,000
Tax Fees	351,000	—	Tax Fees	272,950	351,000
Total	$6,391,000	$2,989,342	Total	$4,489,850	$6,391,000

Audit Fees. Fees for audit services include fees associated with the annual audit, the review of our interim financial statements, and the auditor’s opinions related to internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act.

Audit-Related Fees. Fees for audit-related services generally include fees for accounting consultations and Securities and Exchange Commission (“SEC”) filings.

Other Fees. Other fees include accounting consultation and due diligence services related to acquisitions.

Tax Fees. Fees for tax services include fees for tax consulting and tax compliance.

The Audit Committee approved all of the independent auditor engagements and fees presented above. Our Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services provided to us by our independent auditors. All such services performed in ~~2021~~2022 were pre-approved by the Audit Committee. For more information on these policies and procedures, see “Board of Directors and Corporate Governance Principles—Pre-Approval Policies and Procedures for Audit and Non-Audit Services.”

Our Board of Directors unanimously recommends that the ~~stockholders~~shareholders vote FOR the ratification of Ernst & Young LLP as our independent auditors for fiscal year ~~2022.~~2023.


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Proposal Four – Advisory Resolution on the Frequency of Shareholder Voting on Our Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) provides shareholders the periodic opportunity to indicate how frequently the Company should hold future advisory votes on the compensation of our Named Executive Officers. Shareholders may indicate whether they prefer to have future advisory votes on executive compensation every one year, every two years, or every three years, or they may abstain from voting on this proposal. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are required to hold at least once every six years an advisory shareholder vote to determine the frequency of the advisory shareholder vote on executive compensation.

At the 2011 annual meeting, our shareholders voted, on an advisory basis, in favor of holding future shareholder voting on executive compensation every three years. In October 2016, our Board of Directors decided to submit an advisory vote on executive compensation to our shareholders on an annual basis, beginning with the 2017 annual meeting. At the 2017 annual meeting, our shareholders voted, on an advisory basis, in favor of holding future shareholder voting on executive compensation every year. We have made that advisory vote available to our shareholders every year since. At the past three annual meetings, we have experienced strong shareholder support, with over 90% of our shareholders casting votes in support of our executive compensation program at each meeting.

Our Board recommends that shareholders approve an advisory resolution for a frequency of every one year (denominated as “1 Year” on the Proxy Card) for an advisory vote on our executive compensation. Our Board continues to believe that holding an advisory vote every year is the most appropriate option because (1) it enables our shareholders to provide us with input regarding the overall compensation of our Named Executive Officers on a timely basis; (2) it aligns with our Compensation Committee’s annual review of executive compensation, and (3) it is consistent with our practice of engaging with our shareholders, and obtaining their input, on our corporate governance and executive compensation philosophy, policies, and practices. Accordingly, the Board recommends that the shareholders approve the following resolution consistent with the voting instructions provided herein:

“RESOLVED, that the shareholders of Tyler Technologies, Inc. approve, on an advisory and non-binding basis, the compensation of the Company’s Named Executive Officers (as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables, and the related disclosures contained in the proxy statement), at the annual meeting of shareholders every one year.”

You may cast your vote on your preferred voting frequency by selecting the option of holding an advisory vote on executive compensation every one year, every two years, every three years, or you may abstain. On the Proxy Card, these options are denominated as “1 YEAR,” “2 YEARS,” “3 YEARS,” and “ABSTAIN.” Your vote is not intended to approve or disapprove the recommendation of the Board. Rather, we will consider the shareholders to have expressed a preference for the option that receives the most votes. Because this vote is advisory and therefore not binding on the Board, the Board may subsequently decide that it is in the best interests of the Company and its shareholders to hold an advisory vote on executive compensation that differs in frequency from the option that received the highest number of votes from shareholders. Regardless of the shareholder vote, the advisory vote on executive compensation will occur no less frequently than every three years, consistent with the rules of the Securities and Exchange Commission.

In accordance with the Dodd-Frank Act, we expect our shareholders’ next opportunity for an advisory vote on the frequency of shareholder voting on our executive compensation to be at our 2029 annual meeting.

Our Board of Directors unanimously recommends that the shareholders approve an advisory resolution for a frequency of every one year (denominated as “1 YEAR” on the Proxy Card) for an advisory vote on our executive compensation.


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OPERATIONS OF THE BOARD AND ITS COMMITTEES

General Information

Our Board of Directors is responsible for supervision of the Company’s overall affairs. To assist it in carrying out its duties, the Board has delegated certain authority to several committees. See ~~“— Board~~“Board Committees.” Following the ~~2022~~2023 annual meeting, the Board will consist of eight directors, including five independent directors, as defined by Rule 303A.02 of the New York Stock Exchange Listed Company Manual (“NYSE Rule 303A.02”), two employee directors, and one non-employee director who does not meet the standards for independence as defined by NYSE Rule 303A.02.

Board Leadership Structure

Tyler’s governing documents allow the roles of Board Chair ~~of the Board~~ and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. The Board believes that having Mr. Marr serve as Executive Chair of the Board and having Mr. Moore serve as Chief Executive Officer is in the current best interests of Tyler and its ~~stockholders.~~shareholders. As Chief Executive Officer and President, Mr. Moore has full responsibility for the day-to-day leadership of Tyler’s operations. ~~Mr. Moore receives input from Mr. Marr as needed, as intended by Mr. Marr and the Board.~~ Mr. Marr and Mr. Moore communicate frequently with each other, and with the Board and management. This arrangement allows Mr. Moore to concentrate on executing and ~~take leadership over executing~~leading the Company’s strategic initiatives and business plans, incorporating the input he receives from Mr. Marr and ~~confront its~~the Board. It further allows Mr. Moore to address operational challenges in real time, consulting with Mr. Marr ~~providing~~if and as needed. Mr. Marr, in turn, is able to provide consistent executive oversight and ~~facilitating~~facilitate communication between management and the Board.

Mr. Marr is not considered an independent director, at least because he remains under an employment agreement with Tyler whose current term expires in ~~February 2023.~~May 2024. Accordingly, consistent with our Corporate Governance Guidelines and our Lead Independent Director Charter, the Board ~~most recently~~ appointed Glenn A. Carter as Lead Independent ~~Director in July 2021.~~Director. In that capacity, Mr. Carter’s responsibilities are consistent with the responsibilities generally held by “lead directors” at public companies, including:

Presiding at all meetings of the Board at which the Executive Chair of the Board is not present, as well as executive sessions of the independent directors

Serving as liaison between the Executive Chair and the independent directors

Having the authority to call meetings of the independent directors and preparing the agenda for such meetings

Coordinating the activities of the independent directors when acting as a group

Approving meeting schedules to ensure there is sufficient time for discussion of all agenda items

Advising the Executive Chair and Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from management, including the materials provided to directors at Board meetings

The Board believes there is no single organizational model that is the best and most effective in all circumstances. As a result, the Board will periodically reexamine its corporate governance policies and leadership structures ~~on an ongoing basis~~ to ensure that they continue to meet the Company’s needs.

The Board’s Role in Risk Oversight

Senior management is responsible for assessing and managing Tyler’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and programs. The Board of Directors is responsible for overseeing management in the execution of its responsibilities and for assessing Tyler’s overall approach to risk management. The Board of Directors exercises these responsibilities periodically as part of its meetings and also through its committees, each of which examines various components of enterprise ~~risk as part of its responsibilities.~~risk. The Audit Committee oversees management of financial risks, ~~as well as~~ Tyler’s policies with respect to risk assessment and risk management, including but not limited to information security ~~risk.~~risk, and an enterprise risk assessment conducted by the Company’s internal audit team. The Compensation Committee is responsible for overseeing the management of risks relating to Tyler’s executive compensation plans and arrangements. The Nominating and Governance Committee manages risks associated with Board independence and potential conflicts of interest, and has oversight responsibility for the Company’s environmental, social and governance (ESG) initiatives. In addition, an overall review of risk is inherent in the Board’s consideration of ~~our~~the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, other financial matters, and ~~cybersecurity.~~information security. The Board of Directors’ role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its committees providing oversight in connection with these efforts.


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Board and Committee Independence

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that (1) each of the non-employee directors standing for election (Mr. Carter, Ms. Cline, Mr. Hawkins, Ms. Landrieu, Mr. Pope, and Mr. Womble) has no material relationship with us (either directly or as a partner, ~~stockholder,~~shareholder, or officer of an organization that has a relationship with us) and (2) each of the non-employee directors, except for Mr. Womble, is “independent” within the meaning of the New York Stock Exchange director independence standards currently in effect. Although more than three years have passed since Mr. Womble’s retirement from Tyler, Mr. Womble is not considered independent under New York Stock Exchange Rules because an immediate family member is an employee of the Company and receives more than $120,000 in direct compensation from the Company. See “Certain Relationships and Related Transactions.” As a result, if each of the nominees for director is elected at the annual meeting, our Board of Directors will be comprised of a majority of “independent” directors as required by the New York Stock Exchange. Furthermore, our Board of Directors has determined that each of the members of the Audit Committee, Compensation Committee, and Nominating and Governance Committee has no material relationship with Tyler (either directly or as a partner, ~~stockholder,~~shareholder, or officer of an organization that has a relationship with Tyler).

Meetings of the Board of Directors and Committees

During ~~2021,~~2022, our Board of Directors held ~~seven~~five meetings. Each then-current Board member participated in at least 75% of all Board and committee meetings held during the portion of ~~2021~~2022 that they served as a director and/or committee member.

Directors are not required to attend our annual meetings of ~~stockholders.~~shareholders. However, our Board of Directors typically holds a meeting immediately following the annual meeting of ~~stockholders.~~shareholders. Therefore, in most cases, all of our director nominees will be present at the annual meeting. All directors are expected to attend our ~~2022~~2023 annual meeting. All directors serving on the Board at the time attended the ~~2021~~2022 annual meeting.

Our Corporate Governance Guidelines provide that independent directors will meet in executive session without the Chief Executive Officer or other management present at least twice annually, and otherwise as necessary and appropriate. Consistent with our Lead Independent Director Charter, available at our website www.tylertech.com, Mr. Carter presides at executive sessions held in accordance with our Corporate Governance Guidelines.

Annual Self-Evaluations

The Board of Directors and each of its committees conduct annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board, and to determine whether the Board and its committees are functioning properly.

Board Committees

Our Board of Directors has the following four standing committees: Audit Committee; Compensation Committee; Nominating and Governance Committee; and Executive Committee. Each committee (other than the Executive Committee) has a written charter, which may be found at our website, www.tylertech.com.

The table below provides the current membership and ~~2021~~2022 meeting information for each of the committees:

Glenn A. Carter

•

Chair

Brenda A Cline

Chair

•

Ronnie D. Hawkins, Jr.

•

Mary L. Landrieu

•

John S. Marr, Jr.

Chair

Daniel M. Pope

•

Chair

Dustin R. Womble

H. Lynn Moore, Jr.

•

Total Meetings in ~~2021~~2022

Five

~~Four~~Six

Four

Periodically


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Below is a description of each committee and certain procedures or standards relating to their operations. The Audit Committee and Compensation Committee charters each require that the respective committee be comprised solely of independent directors, and the Nominating and Governance Committee charter requires that the committee be comprised of at least two directors, each independent. Each of those committees has the authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.

Audit Committee. The Audit Committee assists the Board of Directors in its oversight of the quality and integrity of our accounting, auditing, and reporting practices and compliance with legal and regulatory requirements (including but not limited to information security requirements). The Audit Committee’s role includes:

Considering the independence of our independent auditors before we engage them

Reviewing with the independent auditors the fee, scope, and timing of the audit

Reviewing the completed audit with the independent auditors regarding any significant accounting adjustments, recommendations for improving internal controls, appropriateness of accounting policies, appropriateness of accounting and disclosure decisions with respect to significant unusual transactions or material obligations, and significant findings during the audit

Performing periodic formal committee evaluations

Reviewing our financial statements and related regulatory filings with management and the independent auditors

Meeting periodically with management and internal audit to discuss internal accounting and financial controls

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to prepare or issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management, internal audit, and the independent auditor in carrying out its oversight responsibilities.

The Board of Directors has determined that each Audit Committee member is a non-executive director who satisfies the New York Stock Exchange director independence standards and has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.

Audit Committee Financial Expert. The Audit Committee charter requires, among other things, that the committee include at least one director who will qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. Our Board of Directors determined that Ms. Cline, ~~2021~~2022 Chair of the Audit Committee, possessed the attributes necessary to qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. The Board expects to propose that Ms. Cline continue as Chair of the Audit Committee in ~~2022,~~2023, and she continues to possess these same attributes.

Pre-Approval Policies and Procedures for Audit and Non-Audit Services. The Audit Committee Charter requires that the Audit Committee pre-approve all of the audit and non-audit services performed by Tyler’s independent auditors. The purpose of these pre-approval procedures is to ensure that the provision of services by Tyler’s independent auditors does not impair their independence. Each year, the Audit Committee receives fee estimates from Tyler’s independent auditors for each category of services to be performed by the independent auditors during the upcoming fiscal reporting year. These categories of services include Audit Services, Audit-Related Services, Tax Services, and All Other Services. Upon review of the types of services to be performed and the estimated fees related thereto, the Audit Committee will determine which services and fees should be pre-approved for a period of twelve months. The Audit Committee may periodically review the list of pre-approved services based on subsequent determinations. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee (or a delegated member of the Audit Committee) prior to the performance of such service. Any proposed services exceeding the pre-approved cost levels will also require specific pre-approval by the Audit Committee (or a delegated member of the Audit Committee).

Compensation Committee. The Compensation Committee has responsibility for defining and articulating our overall compensation philosophy and administering and approving all elements of compensation for elected corporate officers, including base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Compensation Committee reports to ~~stockholders~~shareholders as required by the SEC. See “Compensation Discussion and Analysis — Compensation Committee Report.” Members of the Compensation Committee are non-executive directors who, in the opinion of the Board of Directors, each satisfies the New York Stock Exchange director independence standards. For more information about the work of the Compensation Committee, see “Compensation Discussion and Analysis.”


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Nominating and Governance Committee. The Nominating and Governance Committee’s duties include:

Identifying and recommending candidates for election to our Board of Directors

Identifying and recommending candidates to fill vacancies occurring between annual ~~stockholder~~shareholder meetings

Reviewing the composition of Board committees


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Periodically reviewing the appropriate skills and characteristics required of Board members in the context of the current make-up of our Board of Directors

The Nominating and Governance Committee also has oversight responsibility for our ESG initiatives and the Corporate Responsibility report we publish annually. Members of the Nominating and Governance Committee are non-executive directors who, in the opinion of the Board of Directors, each satisfies the New York Stock Exchange director independence standards.

Director Nominating Process. The Nominating and Governance Committee is responsible for reviewing and interviewing qualified candidates to serve on our Board of Directors and to select both “independent” and as management nominees for director to be elected by Tyler’s ~~stockholders~~shareholders at each annual meeting. ~~The Nominating and Governance Committee is comprised solely of independent directors and operates under a Charter for the Nominating and Governance Committee.~~ Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees. For more information about director nominee criteria and qualifications, see “Proposals for Consideration—Director Nominee Qualifications” and “Proposals for Consideration—Board Diversity.”

The Nominating and Governance Committee may, in the exercise of its discretion, actively solicit nominee candidates, including through the retention of a professional search firm to assist in identifying appropriate nominee candidates. Nominee recommendations may also be submitted by other directors, and nomination recommendations submitted by ~~stockholders~~shareholders will also be considered as described above. Nominees for director who are recommended by our ~~stockholders~~shareholders will be evaluated in the same manner as any other nominee for director.

Executive Committee. The Executive Committee has the authority to act for the entire Board of Directors, but may not commit to an expenditure in excess of $25,000,000 without full Board approval.

Non-Employee Director Compensation

Components of Non-Employee Director Compensation. In ~~2018,~~2022, the Board approved the following compensation components for non-employee ~~directors.~~directors:

An annual cash retainer of $85,000 for the Lead Independent Director and $60,000 for each of the other non-employee directors

An annual cash retainer of $30,000 for the chair of the Audit Committee ~~$55,000~~and $15,000 for each non-chair member of the Audit Committee

An annual cash retainer of $25,000 for the chair of the Compensation Committee ~~$50,000~~and $12,500 for each non-chair member of the Compensation Committee

An annual cash retainer of $20,000 for the chair of the Nominating and Governance Committee and ~~$40,000 for the other non-employee directors. Fees are paid on a quarterly basis.~~

~~A fee of $3,500~~$10,000 for each ~~Board meeting attended in person and $1,750 for each Board meeting attended via telephone~~

~~A fee~~non-chair member of ~~$3,000 for each Audit Committee meeting attended in person and $1,500 for each Audit Committee meeting attended via telephone~~

~~A fee of $2,500 for each Compensation Committee meeting attended in person and $1,250 for each Compensation Committee meeting attended via telephone~~

~~A fee of $1,500 for each~~the Nominating and Governance Committee ~~meeting attended in person and $750 for each Nominating and Governance Committee meeting attended via telephone~~

Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities

All annual fees are paid on a quarterly basis.

Each non-employee director also receives an annual equity grant of restricted stock units valued at $250,000, subject to a one-year vesting period.

Non-employee directors are subject to the Company’s Stock Ownership Guidelines. Each non-employee director is required to own or hold Company stock at a market value equal to ~~four~~five times the applicable annual cash retainer. Each non-employee director has ~~three years from the beginning of their Board service~~until May 2025 to achieve that ~~threshold.~~threshold, as it was updated in May 2022 and there is a three-year compliance window under the Guidelines. All of our non-employee directors currently meet the stock ownership guidelines or are making acceptable progress to that threshold.


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~~2021~~2022 Director Compensation. The following table sets forth a summary of the compensation paid to our non-employee directors in ~~2021:~~2022:

Name

Fees Earned or
Paid in Cash
($)⁽¹⁾

Stock Awards
($)⁽²⁾

Total
($)⁽³⁾

Glenn A. Carter

$87,000

$249,809⁽³⁾

$336,809

Brenda A. Cline

$100,500

$249,809⁽³⁾

$350,309

Ronnie D. Hawkins

$49,750

$249,809⁽³⁾

$299,559

Mary L Landrieu

$68,500

$249,809⁽³⁾

$318,309

Daniel M. Pope

$97,750

$249,809⁽³⁾

$347,559

Dustin R. Womble

$61,000

$249,809⁽³⁾

$310,809

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹	Total ($)⁽²⁾
Glenn A. Carter	$110,625	$249,925	$360,550
Brenda A. Cline	$132,500	$249,925	$382,425
Ronnie D. Hawkins	$92,875	$249,925	$342,800
Mary L Landrieu	$106,250	$249,925	$356,175
Daniel M. Pope	$104,750	$249,925	$354,675
Dustin R. Womble	$58,500	$249,925	$308,425

(1)	~~Non-employee directors receive the following compensation:~~

An annual retainer of $60,000 for the chair of the Audit Committee, $55,000 for the chair of the Compensation Committee, $50,000 for the chair of the Nominating Committee and $40,000 for the other non-employee directors.

~~A fee of $3,500 for each Board meeting attended in person and $1,750 for each Board meeting attended via telephone.~~

~~A fee of $3,000 for each Audit Committee meeting attended in person and $1,500 for each Audit Committee meeting attended via telephone.~~

~~A fee of $2,500 for each Compensation Committee meeting attended in person and $1,250 for each Compensation Committee meeting attended via telephone.~~

~~A fee of $1,500 for each Nominating and Governance Committee meeting attended in person and $750 for each Nominating and Governance Committee meeting attended via telephone.~~

~~Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities.~~

~~(2)~~

On May 11, ~~2021,~~2022, we granted each of our non-employee directors ~~634~~724 restricted stock units with a grant date fair value of ~~$249,809,~~$249,925, computed in accordance with FASB ASC Topic 718. These restricted stock units vest and will be settled in shares on the first anniversary of the grant date. No options to purchase shares of our common stock were granted to our non-employee directors in ~~2021.~~2022.

~~(3)~~
(2)

The following table shows the aggregate shares underlying outstanding common stock options and restricted stock units, based upon grants made as director compensation, ~~help~~held by non-employee directors as of December 31, ~~2021.~~2022.

Name	Number of Stock Options	Number of Stock Awards	Name	Number of Stock Options	Number of Stock Awards
Glenn A. Carter	17,000	634	Glenn A. Carter	17,000	724
Brenda A. Cline	10,000	634	Brenda A. Cline	10,000	724
Ronnie D. Hawkins	—	634	Ronnie D. Hawkins	—	724
Mary L. Landrieu	—	634	Mary L. Landrieu	—	724
Daniel M. Pope	5,000	634	Daniel M. Pope	3,334	724
Dustin R. Womble	1,231	634	Dustin R. Womble	1,231	724

Director & Officer Liability Insurance

Directors are covered under our director and officer liability insurance for claims alleged in connection with their service as directors. We have entered into indemnification agreements with all of our directors agreeing to indemnify them to the fullest extent permitted by law for claims alleged in connection with their service on the Board.


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Communications with Our Board of Directors

Any ~~stockholder~~shareholder or interested party who wishes to communicate with our Board of Directors or any specific director(s), including non-management director(s), may write to:

Board of Directors

Tyler Technologies, Inc.

5101 Tennyson Parkway

Plano, Texas 75024

Depending on the subject matter, management will:

•

Forward the communication to the director or directors to whom it is addressed (for example, if the communication received relates to our “whistleblower policy” found on our website, www.tylertech.com, including questions, concerns, or complaints regarding accounting, internal accounting controls, and auditing matters, it will be forwarded by management to the Chair of the Audit Committee for review);

Attempt to handle the inquiry directly (for example, if the communication is a request for information about us or our operations or it is a stock-related matter that does not appear to require direct attention by our Board of Directors); and/or

Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

At each meeting of our Board of Directors, our Board Chair ~~of the Board~~ will present a summary of all communications received since the last meeting of the Board of Directors that were not forwarded and will make those communications available to any director on request.


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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our directors and executive officers seek approval from the Board of Directors prior to entering into a business arrangement that may be deemed a conflict of interest as described in our Code of Business Conduct and Ethics. Examples of transactions that may be considered a conflict of interest include:

to receive from or give to anyone that has a business relationship with us ~~more~~ something with more than a token ~~value to;~~value;

to lend to or borrow from individuals or concerns that do business with or compete with us, except banks and other financial institutions;

to serve as an officer, director, employee, or consultant of, or receive income from, any enterprise doing business with or competing with us;

to own an interest in or engage in the management of an organization providing services or products to us, or to which we sell or compete, except when such interest (a) comprises publicly traded securities listed on a national securities exchange or the OTC margin list and (b) is not in excess of 5% of the securities of such company; and

to knowingly cause, either directly or indirectly, us to enter into a business transaction with a close relative of the director or executive officer or a business enterprise of such relative.

In addition, we review, on an annual basis, our financial records to ensure all related-party transactions are identified, quantified, and adequately disclosed. Also, each director and executive officer must disclose in writing any known related-party transactions ~~associated with~~during the completion of the annual director and officer questionnaire.

Throughout ~~2021,~~2022, we employed Dane L. Womble, a brother of director Dustin R. Womble. Dane L. Womble is the President of our ~~Local Government Division~~Public Administration Group and received in excess of $120,000 in salary and bonus compensation in ~~2021~~2022 in exchange for services rendered. He was also granted stock options with respect to 4,600 shares of our common stock, which vest over three years, and long-term PSUs with respect to 2,300 shares that are subject to a three-year performance condition. In addition, Dane L. Womble received other employee benefits on the same basis as other, similarly situated employees. Dane L. Womble’s total compensation is consistent with that of similarly situated employees and his compensation terms are established directly with him, independent of any relationship he has with Dustin R. Womble.

Throughout ~~2021,~~2022, we employed Jennifer M. LeBlanc, a daughter of Executive Chair John S. Marr, Jr. Ms. LeBlanc isserved as a Senior Director of Finance and received in excess of $120,000 in salary and bonus compensation in ~~2021~~2022 in exchange for services rendered. Ms. LeBlanc was also granted restricted stock units with respect to ~~425~~700 shares of our common stock, which vest over ~~five~~four years. In addition, Ms. LeBlanc received other employee benefits on the same basis as similarly situated employees. Ms. LeBlanc’s total compensation is consistent with that of similarly situated employees, and her compensation terms are established directly with her, independent of any relationship she has with Mr. Marr.


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REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements (including but not limited to information security compliance), the independent auditor’s qualifications and independence, the performance of our independent auditors, the effectiveness of our disclosure controls and of our internal controls over financial reporting, and risk assessment and risk management. The Audit Committee manages the relationship with our independent auditors, who report directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding from us for such advice and assistance, as determined by the Audit Committee.

Management has the primary responsibility for our reporting process, including our systems of internal controls and for preparing our financial statements. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements contained in the Annual Report, including a detailed discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of the significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee meets with the independent auditors, with and without management present, to discuss the overall scope and plans for the audits and the results of their examinations. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the accounting principles and such other matters as are required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also reviewed management’s report on internal control over financial reporting and the independent registered public accounting firm’s related opinions. In addition, the Audit Committee received from the independent auditors written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, and has discussed with the independent auditors, the independent auditors’ independence. The Audit Committee met five times during ~~2021.~~2022.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, for filing with the SEC.

This report is submitted by the Audit Committee.

Brenda A. Cline, Chair

Mary L. Landrieu

Daniel M. Pope


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CORPORATE GOVERNANCE PRINCPLES

Our Board of Directors has adopted a number of corporate governance policies and practices that apply to the Board, our executive officers, and/or our Company and employee community. Representative highlights of those policies and practices are shared below. For more information, please visit our website, www.tylertech.com.

Corporate Governance Guidelines

Our Corporate Governance Guidelines include the following:

Independence standards, under which director independence is evaluated on an annual basis under the requirements of applicable rules and standards.

~~Limitation~~Limitations on the number of additional public company boards on which a director may serve to a maximum of four, and ~~limitations~~ on the number of additional public company audit committees that a member of our Audit Committee may serve to a maximum of two.

Expectations that directors should attend all Board meetings and all committee meetings on which they serve.

Complete and open access to the Company’s executives and senior leadership.

Authority of ~~non-management~~non-employee directors and each committee to retain independent legal, financial, or other advisors when such advice is necessary, appropriate, and in the best interests of the Company and its ~~stockholders.~~shareholders.

Executive sessions of independent directors at least twice annually, and otherwise as deemed necessary and appropriate.

Annual evaluations of directors, committees, and the Board as a whole.

Application of Stock Ownership Guidelines and Stock Anti-Hedging and Pledging Policy to ~~directors.~~directors and executives.

Annual evaluation of CEO performance against goals and objectives established by the Compensation Committee, in consultation with the ~~Chair of the Board.~~Board Chair.

Periodic reports by the Nominating and Governance Committee regarding succession planning.

Prohibition of personal loans by the Company to any director or member of executive management.

Prohibition of stock option repricing.

Code of Business Conduct and Ethics

Tyler expects all directors, officers and employees to exercise the highest degree of professional business ethics in all actions they undertake on the Company’s behalf. Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, executive officers (including, without limitation, the chief executive officer, chief financial officer, principal accounting officer, and controller), and employees. The policies established under the Code include:

Steps for contacting the Chair of the Audit Committee to report any concerns about an accounting, auditing, internal control, or related ~~matters,~~matter, and prohibition of retaliation for reporting the ~~same~~same.

Expectations to conduct all Company business in accordance with applicable law.

Prohibition of the use of any Company asset for any unlawful or improper purpose.

Prohibition of any Company contribution to any political party, committee, or candidate for public office, as well as on payments to government officials and personnel.

Prohibition of financial or other interests that might conflict with the best interests of the Company.

Requirement to use reasonable care to protect against the unauthorized use or disclosure of the Company’s confidential or proprietary information.

Prohibition of insider trading and imposition of trading limitations that apply to all directors, officers, and employees during applicable timeframes.

Encouraging employees to report any work-related accident or injuries, or unsafe or hazardous working conditions, and prohibition of retaliation for reporting the same.

Commitment to equal employment and non-discrimination, encouraging a diversity of backgrounds, cultures, experiences, insights and skills in the Company’s workforce.

Prohibition of all forms of harassment, with reporting instructions in the event of an incident and prohibition of retaliation for reporting the same.

The Board periodically reviews the Code and any adopted updates are posted to our website. Company employees must review and acknowledge the Employee Handbook, which incorporates the Code, on an annual basis, and receive regular training on Code topics such as protecting confidential information and anti-harassment. We also publish regular reminders about Tyler’s insider trading policy, trading limitations, and whistleblower policy.


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Anti-Bribery Policy

In 2021, our Board of Directors adopted a standalone anti-bribery policy, setting forth ~~the~~ our expectations of integrity and anti-bribery specific to Tyler’s foreign activities and international presence, consistent with the applicable provisions of the U.S. Foreign Corrupt Practices Act and other international anti-bribery laws that prohibit unlawful payments to secure unfair business advantages. The policy applies to the Company and all of its subsidiaries and each of their directors, officers, employees, agents and representatives. Potential or suspected violations are to be reported to a member of the Audit Committee or to our Chief Legal Officer.

Whistleblower Policy

Tyler is committed to compliance with all applicable securities laws and regulations, accounting standards, accounting controls, and audit practices. The Board of Directors adopted a standalone Whistleblower Policy. That policy sets forth detailed procedures for the reporting of concerns or complaints regarding accounting, internal accounting controls, or auditing matters, including concerns around questionable accounting or auditing matters. Tyler does not permit retaliation of any kind for reporting a concern or complaint under the policy.

Stock Ownership Guidelines

In 2018, our Board of Directors approved stock ownership guidelines, which were updated in 2022 to increase the ownership requirement applicable to directors. The guidelines are based on the Board’s belief that Tyler’s directors and executive officers should have a meaningful ownership stake in Tyler that will align their interests with Tyler’s ~~stockholders~~shareholders and will promote sound corporate governance. The guidelines apply to non-employee members of the Board and executive officers of Tyler. The market value of shares each “covered person” is required to hold is equal to or greater than the ownership levels specified below, based on a multiple of executive officers’ base salary or non-employee ~~directors'~~directors’ annual cash retainer.

	Covered Person Position			Stock Ownership Guideline
	Executive Chair, Chief Executive Officer, President			6 times base salary
	Other Named Executive Officers			4 times base salary
	Other Executive Officers as designated by the Compensation Committee of the Board			1 times base salary
	Non-employee Directors			45 times annual cash retainer

Compliance is evaluated once a year, as of the last day of each fiscal year. We expect each covered person to meet these guidelines within three years from their commencement of service with Tyler as a covered person. In the event of a promotion or an increase in base salary, or annual cash retainer, or ownership requirement, the covered person is expected to meet the higher ownership amount within three years from the effective date of the promotion, salary, retainer change, or ~~retainer change.~~ownership requirement. Each of our covered persons is in compliance with the stock ownership guidelines as of December 31, ~~2021.~~2022. A copy of the Stock Ownership Guidelines may be found on our website, www.tylertech.com.

Insider Trading Policy

Our insider trading policy (most recently adopted by the Board in 2018) prohibits our directors, officers, and employees (as well as family members and others living in a covered person’s household), from engaging in transactions in Tyler stock while in the possession of material non-public information, from disclosing material non-public information to unauthorized persons outside Tyler, and from “short selling” Tyler stock (or an interest in Tyler stock). The policy additionally includes a general blackout period for stock transactions beginning on the first business date after the end of each fiscal quarter through the close of trading on the second full business day after Tyler’s public earnings announcement.

Directors, executive officers and executive management, and officers or key employees of any Tyler division (including accounting personnel) may not buy or sell Tyler stock without prior approval from our Chief Legal Officer. These persons are also subject to an extended blackout period that begins on the 16th day of the third month of each fiscal quarter through the close of trading on the second full business day after our public earnings announcement. A copy of the Insider Trading and Confidentiality Policy may be found on our website, www.tylertech.com.


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Rule 10b5-1 Plans

No director or officer of Tyler has a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement in place as of April 6, 2023, or had one in place during 2022.

Stock Anti-Hedging and Pledging Policy

Also in 2018, our Board approved an anti-hedging/pledging policy, which provides that the same non-employee directors and executive officers subject to the Stock Ownership Guidelines are prohibited from engaging in any hedging transaction that could reduce or limit that person’s holdings, ownership or interest in Company securities. Such transactions, while allowing the holder to own Tyler’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of our ~~stockholders~~shareholders generally. In addition, those same covered persons are ~~also~~ discouraged from pledging Company securities or from holding our securities in margin accounts and are prohibited from doing so to the extent of the Stock Ownership Guidelines. A copy of the Stock Anti-Hedging and Pledging Policy may be found on our website, www.tylertech.com.

Corporate Responsibility

~~Tyler’s cross-functional management committee (including executive leaders from Tyler’s finance, human resources, and legal disciplines) met~~While the Board is regularly ~~throughout 2021 to continue the coordination and communication of our~~briefed on Tyler’s environmental, social, and governance (ESG) ~~initiatives. More information on those initiatives can be found in our Corporate Responsibility Report, available on our website,~~ ~~www.tylertech.com/about-us/who-we-are/corporate-responsibility~~.

~~We encourage stockholders to review that report in full; however, we are pleased to share highlights from it to reflect our commitment to ESG matters.~~


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Tyler responded with resiliency to the ongoing challenges the COVID-19 pandemic brought to 2021. We developed a guiding principle of “Better Together, with Flexibility,” based on our belief that we are at our most creative and collaborative when we can gather together in person. This principle also recognizes, though, that in-person work environments must be balanced with flexibility to accommodate team member needs and constantly changing COVID-19 infection rates and concerns.

We also assembled a Coronavirus Executive Task Force to develop our COVID-related policies, and we administered a Coronavirus Time Off policy to provide for coronavirus-related time off without impacting traditional vacation or sick time. We equipped our team members with the technology they needed to continue supporting our clients, even from a remote work environment, and we delivered a fully virtual Tyler user conference.

In 2021, Tyler finalized its Environmental Policy, which was unanimously approved by our Board. Our Environmental Task Force continued to pursue initiatives in support of our overall sustainability, including energy efficiency, renewable energy, water conservation, and waste minimization. We modified our business model to accommodate an increase in remote implementations, which helped to reduce unnecessary business travel while maintaining quality of service. Our 2021 greenhouse gas inventory results will be published in the spring of 2022 and will be published on our website. In 2022, we will also officially launch “Green Teams,” which are self-organized, cross-functional groups of Tyler team members who voluntarily come together to educate, inspire, and empower their co-workers to improve environmental sustainability. This launch is based on the Green Team Framework established in 2021.

Tyler’s team members are the backbone of our business, and we are committed to creating and maintaining a workplace where our nearly 7,000 team members feel included, valued, and respected. In 2021, we formed a Diversity, Equity, and Inclusion Council to oversee DEI initiatives and to develop a corporate strategy to monitor and measure those initiatives. We are committed to pay equity, we have implemented policies to promote equality in our employment practices, and we formalized our Code of Social Responsibility to reflect our commitment to protecting the rights and well-being of our employees, clients, and communities. We conduct regular training on policies such as anti-harassment, but also on new skills such as manager development and AWS certifications. We provide resources and services to support the physical, mental, and financial health of our employees. In 2021, we also celebrated 50 years of community giving through the Tyler Foundation, a nonprofit charitable organization founded in 1971 and funded by Tyler.

Tyler’s governance principles and initiatives are discussed throughout this proxy material. The Board and the Nominating and Governance Committee regularly evaluate those principles and initiatives to ensure they best reflect our commitment to strong corporate governance and align with applicable standards and requirements. In 2021, the Board approved enhanced governance practices by, for example, updating Tyler’s bylaws to provide for a proxy access right, and submitting the stockholder proposals for amendments to our Restated Certificate of Incorporation to provide for the additional stockholder rights discussed in Proposals Two, Three, and Four.

Another area of our focus is our information security and privacy programs. We invest in technical and operational solutions and training to evolve the security of our applications, architecture, and processes, and to embed privacy principles in our work. Our information security program and privacy programs are closely integrated. We align our security management framework to the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and NIST 800-53, the frameworks formulated to support U.S. federal agencies and corporations to which the majority of Tyler’s public sector clients also align. This control framework is similar to the global standard, ISO 27001, which allows us to crosswalk between the two frameworks to identify and address any gaps applicable to us. On an annual basis, we complete SSAE18 SOC 1 & 2 audits, and we undergo PCI-DSS Level 1 audits. Upon hire and on an annual basis, all Tyler team members are required to complete information security training, which includes data privacy components.

~~Our Privacy Statement is publicly available on our website,~~ ~~www.tylertech.com~~, and provides detailed information about the types of data we collect and how we collect it, what we use that data for, and the steps we take to protect it. The Privacy Statement also explains how to contact Tyler if there are questions about data Tyler maintains as a data collector (including corrections, updates, or deletions of that data), and who to contact in the event the data Tyler maintains is as a data processor, acting for or on behalf of a Tyler client

Our full Board is briefed on information security and privacy matters at every regular Board meeting, and has access to leaders from our information technology, information security, cloud strategy and operations, and legal teams if and as needed or requested. The Audit Committee is charged with direct oversight of information security matters for the Board, as reflected in the Audit Committee Charter.

~~For more information, please reference the Security, Compliance, and/or Privacy webpages at~~ ~~www.tylertech.com~~.


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~~While the Board as a whole is briefed on Tyler’s ESG~~ initiatives, the Nominating and Governance Committee has been tasked with direct oversight responsibility for those activities. Tyler’s ESG disclosures are designed to align with recognized frameworks including the Sustainability Accounting Standards Board Standards and the Global Reporting Initiative Standards. We also support actions of the United Nations Sustainable Development Goals (UN SDGs) and believe our efforts best align with SDG 9 (Industry, Innovation and Infrastructure), SDG 11 (Sustainable Cities and Communities), and SDG 16 (Peace, Justice and Strong Institutions). In ~~2021,~~2022, Tyler ~~participated for~~placed in the ~~second time~~96th percentile of companies in the Software and Diversified IT Services industry in the S&P Global Corporate Sustainability Assessment, ~~(CSA), used to construct~~and we were included in the Dow Jones Sustainability Index ~~(DJSI). This year,~~ for the ~~first time, Tyler was proud~~second consecutive year. We also continue to be recognized in the top 20% of sustainability performers among the 600 largest U.S. and Canadian companies in the S&P Global Broad Market Index.

Tyler’s cross-functional management committee (including executive leaders from Tyler’s finance, human resources, and legal disciplines) met regularly throughout 2022 to continue the coordination and communication of our ESG initiatives. More information can be found in our Corporate Responsibility Reports, which we make available on our website, www.tylertech.com/about-us/who-we-are/corporate-responsibility. Since 2021, those reports have also included EEO-1 data.

While we encourage shareholders to review the Corporate Responsibility Reports we make available, we are pleased to share some ESG highlights from 2022.

We launched “Green Teams,” which are self-organized, cross-functional groups of Tyler team members who voluntarily come together to educate co-workers on sustainability practices.

Guided by our “Better Together, with Flexibility,” principles, we supported work arrangements that balance collaborative in-person work environments with remote-work options to accommodate team member needs.

We strengthened our Diversity, Equity, and Inclusion (DEI) initiatives by establishing a Corporate DEI Council, which brings together leadership from local DEI councils and Employee Resource Groups to collaborate and leverage DEI best practices across Tyler.

We continued our annual training on topics such as anti-harassment, data security, and data privacy, and our expectations for ethical team member conduct.

Our shareholders approved three shareholder rights amendments to our corporate charter, as discussed in detail in the 2022 Proxy Statement.

We promoted a Tyler leader to the role of Chief Information Security Officer, reporting directly to our Chief Operating Officer.

We provided quarterly briefings to the Board and the Audit Committee on information security matters, with as-needed interim updates to the Audit Committee in its oversight capacity for information security matters.

•	We continued to operationalize the privacy practices outlined in our Privacy Statement, which is publicly available on our website, www.tylertech.com.


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SHAREHOLDER ENGAGEMENT

Over the course of 2022, Tyler and members of our Board of Directors regularly engaged with shareholders. Those engagements predominantly centered on our approach to enterprise risk management, board composition considerations, compensation practices, and overall progress on ESG matters. The Chairs of our Compensation Committee and Nominating and Governance Committee were typically joined by our Chief Financial Officer, Chief Legal Officer, and Chief Human Resources Officer for those discussions. We also regularly welcomed investors and prospective investors at our corporate headquarters, where they typically met with our Chief Executive Officer, Chief Financial Officer, and/or Chief Operating Officer, along with other Company leaders.

Specific to compensation practices, our discussions focused on current levels of compensation and performance metrics used in providing short-term and long-term incentive compensation to our Named Executive Officers. At our 2022 Annual Meeting of Shareholders, our say-on-pay proposal received the support of 94% of the votes cast. Our Board views this support as affirmation that our shareholders support our approach to Named Executive Officer compensation, that our policies are in alignment with our shareholders, and that they appropriately reflect our “pay for performance” philosophy. Based on engagement with shareholders and the high level of approval, the Compensation Committee determined that current executive compensation practices and those being considered for the future remain appropriate.

The governance practices we discussed with investors included our thoughtful approach to Board composition and Board diversity, and our efforts to balance diversity “targets” with the successful integration of two Board members whose onboarding was impacted by the ~~DJSI as a top sustainability performer in~~COVID-19 pandemic. We also regularly discussed our climate strategies and the ~~industry, ranking in~~inherent climate-friendly nature of our software solutions that replace paper-based systems. We received positive feedback on the ~~93rd percentile~~perspectives we shared, and ~~qualifying to be included in the DJSI North America family.~~were gratified that those conversations reflected an understanding of our philosophies.


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~~STOCKHOLDER ENGAGEMENT~~

Over the course of 2021, Tyler and members of our Board of Directors regularly engaged with stockholders. Those engagements predominantly centered on our 2021 board composition considerations and ESG matters. For example, our Nominating and Governance Committee Chair discussed perspectives regarding gender and racial diversity among our Board members with multiple stockholders, with stockholder feedback impacting our approach to Board diversity considerations discussed in “Proposals for Consideration—Board Diversity”. In addition, he and other Tyler executives sought and received stockholder input on ESG priorities and updated stockholders on our ESG initiatives.

Under the leadership of the Nominating and Governance Committee, the Board also adopted an amendment to our bylaws to provide for a proxy access right. The Nominating and Governance Committee recommended this amendment to the Board based on feedback received during 2021 stockholder engagement, the public support for proxy access bylaws expressed by multiple of our institutional investors, and trends among other public companies on the S&P 500. In February 2022, and as reported by the Company in a Current Report on 8-K filed on February 7, 2022, the Board unanimously approved a proxy access bylaw that follows industry-standard policies and processes. The Board also unanimously approved amendments to the advance notice provision of the Bylaws to better align its notice provisions with the proxy access bylaw, and to memorialize the Board’s ability to convene virtually and to hold emergency meetings. For more information, please see our bylaws, available on our website at ~~www.tylertech.com~~.

As part of our ongoing engagement with stockholders, we regularly discuss executive compensation matters and solicit stockholder input. In 2021, our Compensation Committee Chair, Chief Financial Officer, Chief Legal Officer and Chief Human Resources Officer engaged with stockholders to discuss the Company’s executive compensation philosophy and practices. In engaging with stockholders, we discussed current levels of compensation and performance metrics used in providing short-term and long-term incentive compensation to our Named Executive Officers as well as governance practices of greatest importance to our stockholders. And, at our 2021 Annual Meeting of Stockholders, our say-on-pay proposal received the support of 93% of the votes cast. Our Board views this support as affirmation that our stockholders support our approach to Named Executive Officer compensation, that our policies are in alignment with our stockholders, and that they appropriately reflect our “pay for performance” philosophy. Based on engagement with stockholders and the high level of approval, the Compensation Committee determined that current executive compensation practices remain appropriate and should be continued.


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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the compensation program for certain of our executive officers (the “Named Executive Officers” or “NEOs”) and provides an overview of our executive compensation philosophy, objectives, policies and practices. It also describes how and why the Compensation Committee made specific decisions relative to Named Executive Officer compensation, including the objectives and key factors considered in determining ~~2021~~2022 compensation, and summarizes ~~2022~~2023 approved compensation.

EXECUTIVE SUMMARY

~~2021~~2022 Business Highlights

In ~~2021,~~2022, we ~~saw first-hand the~~experienced positive trends in public sector market activity, as proposal and other sales activities reached and even surpassed pre-COVID levels. For the full year, bookings were up ~~41.6%.~~9.5 percent. In addition, we completed 5three acquisitions ~~including the $2.3 billion acquisition of NIC Inc., the largest in~~and continued to accelerate our ~~history, and progressed in our journey toward~~move towards becoming a cloud-first organization. In terms of financial ~~results,~~performance, we achieved the following:

For the year ended December 31, ~~2021:~~2022:

We achieved annual Generally Accepted Accounting Principles (“GAAP”) revenue of ~~$1.592~~$1.850 billion, a ~~42.6~~16.2 percent increase over ~~2020;~~2021;

Recurring revenues increased ~~53.8~~17.6 percent over ~~2020~~2021 to ~~$1.259~~$1.481 billion, and comprised approximately ~~79.1~~80 percent of our total revenues in ~~2021;~~2022;

GAAP earnings per diluted share ~~decreased 17.1~~increased 1.7 percent to ~~$3.82~~$3.87 in ~~2021,~~2022, and non-GAAP earnings per diluted share increased ~~29.3~~7.3 percent to ~~$7.02;~~$7.50;

We generated ~~$371.8~~$381.5 million in cash provided by operations during the year, and ended the year with total cash and investments of ~~$407.8~~$229.4 million and ~~$1.34 billion~~$995 million in debt;

We continued to strengthen our balance sheet, repaying $360 million of term debt and ending the year with net leverage of approximately 1.64 times proforma EBITDA;

We generated Adjusted EBITDA of ~~$435.7~~$475.0 million;

Our mix of new business continued to shift to the cloud, with SaaS agreements comprising 83% of our new software contract value, up from 71% in 2021; and

We closed the year with backlog of ~~$1.796~~$1.889 billion, up ~~nearly 12.6~~5.2 percent from ~~2020.~~2021.

Our executive officers, along with our entire team, were focused on leading our business and clients to emerge from the impact of COVID-19 and deliver on strategic objectives and key operational initiatives in ~~2021.~~2022. In addition to ~~a strong balance sheet and record subscription growth, 2021~~our financial performance, 2022 achievements included:

The creation of a new Corporate Operations team, which allows us to significantly reduce operational silos, align business priorities, and improve our decision-making processes across the organization.

The completion of a $2.3 billion cash acquisition of NIC, strengthening Tyler’s relationship with state government and federal agencies, allowing us to leverage NIC’s state-level contracts to pursue cross-selling and joint opportunities.

•	Recognition for the 6^th consecutive year by Government Technology (GovTech) on its “2022 GovTech Top 100” list and recognition for the 2^nd consecutive year as a top sustainability performer in the Dow Jones Sustainability Index (DJSI) North America.

The return of Tyler team members to our more than ~~80 offices~~60 office locations with enhanced flexible work ~~options and the introduction of new and enhanced paid time off benefits including, 12 weeks of paid parental leave and new paid holidays which reflect the diversity~~options.

The successful launch of our ~~team.~~brand evolution initiative, which streamlined our brand architecture and application names.

~~Continued recognition as~~The return of in-person Connect user conferences — this year in Indianapolis, Indiana — after moving to a ~~“Best Place~~virtual format in 2020 due to ~~Work” for several Tyler offices, including Tyler offices in Herndon, Virginia; Lakewood, Colorado; Jackson, Mississippi; Yarmouth, Falmouth, and Bangor, Maine; Troy, Michigan; and Plano, Texas.~~the pandemic.

The rollout of myTyler, our ~~newly defined mission, vision,~~new global HR platform, which brings all Tyler team members together within one system and ~~values~~set of employee tools.

The completion of three strategic acquisitions: US eDirect, Quatred, and Rapid Financial Solutions.

The creation of a new chief information security officer role, to ~~reinforce~~further safeguard Tyler’s ~~strong culture.~~data, applications, and systems.


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~~2021~~2022 Executive Compensation Summary

~~Key~~Named Executive Officer compensation ~~highlights for~~was reviewed by the Compensation Committee in multiple meetings given the previously communicated plan to end the historic practice of providing a material portion of Named Executive Officer compensation in the form of equity grants every five years. The Committee reviewed compensation provided to each Named Executive Officer, with and without the annual value of the equity compensation associated with the five-year grant, and relative to multiple factors including company and individual performance, executive retention, and multiple peer groups as described later in this discussion and analysis. As a result of this review, 2022 compensation to our Named Executive Officers ~~are~~was approved as follows:

Mr. Marr ~~Mr. Moore,~~ and Mr. ~~Miller~~Puckett received no increase to their annual salaries in ~~2021.~~2022. The annual salaries of Mr. ~~Puckett was added as a Named Executive Officer~~Moore and Mr. Miller were increased by 14.3% and 3.8%, respectively. The salaries for Mr. Moore and Mr. Miller were last increased in ~~2021 and received an annual salary increase of 11.1% associated with his promotion to Chief Operating Officer.~~February 2020.

No changes were made to short-term incentive target levels of ~~our Named Executive Officers in 2021.~~Mr. Moore or Mr. Miller. As Executive Chair, Mr. Marr does not receive a short-term incentive. Mr. Puckett’s short-term incentive target was increased from 75% to 85% of annual salary consistent with his expanded role as COO. Mr. Moore, Mr. Miller, and Mr. Puckett earned ~~1,105, 838,~~2,054; 1,421; and ~~465~~873 short-term performance-based restricted stock units (“PSUs”), respectively, reflecting ~~120%~~110% of the target amounts based on achievement of short-term incentive performance goals in ~~2021.~~2022.

Mr. Marr received 7,500 stock options in ~~2021,~~2022, which was unchanged from ~~2020.~~2021. Mr. Marr ~~does~~did not receive PSUs in his role as Executive ~~Chair.~~Chair in 2022. Stock options granted to Mr. Moore were ~~reduced~~increased from ~~22,500 in 2020 to~~ 18,000 in ~~2021.~~2021 to 20,000 in 2022, and the number of PSUs granted to Mr. Moore increased from 5,000 to 6,500. Stock options granted to Mr. Miller were reduced from ~~15,000 in 2020 to~~ 12,000 in ~~2021.~~2021 to 10,000 in 2022 and the number of PSUs granted to Mr. Miller increased from 3,333 to 3,750. Stock options granted to Mr. Puckett were ~~reduced~~increased from ~~5,000 in 2020 to~~ 4,700 in ~~2021. The~~2021 to 6,500 in 2022 and the number of ~~long-term PSUs granted to Mr. Moore and Mr. Miller remained the same in 2021 as previously granted in 2020; 5,000 PSUs and 3,333 PSUs respectively. The long-term~~ PSUs granted to Mr. Puckett increased from ~~2,000 PSUs in 2020~~2,350 to ~~2,350 PSUs in 2021.~~2,500.

The total direct compensation received by our Named Executive Officers in ~~2021~~2022 was allocated as follows:

Our executive compensation program emphasizes performance-based compensation tied to the creation of long-term ~~stockholder~~shareholder value. We believe ~~that~~ incentives that vest over multiple years motivate and retain our executives while aligning their interest in the long-term performance of the Company with that of our ~~stockholders.~~shareholders. As a result, in 2022 a substantial portion of our executives’ compensation ~~consists~~consisted of performance-based restricted stock units and stock options that provide no value to our executives unless value is created for our ~~stockholders~~shareholders through long-term performance of the Company.


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COMPENSATION PHILOSOPHY AND OBJECTIVES

Elements of Executive Compensation

We believe that sustained achievement of measurable financial objectives leads to increased ~~stockholder~~shareholder value. As such, a significant portion of our Named Executive Officers’ target total direct compensation is “at-risk” and based on the achievement of annual and long-term financial objectives. Linking our ~~executive officer~~NEO compensation to challenging performance objectives creates a strong incentive to achieve both short-term growth and profitability objectives and to create sustainable long-term value for our ~~stockholders.~~shareholders.

Element	Form of Compensation	Purpose	~~2021~~2022 Metric
Base salary	Cash	Provide competitive, fixed compensation to attract and retain executive talent with the specific skills and experience needed to drive continued growth	Base salary is a fixed component and changes to salary, when made, are dependent on individual performance, peer and market comparisons and retention goals
Annual Incentive compensation	Performance-based restricted stock units (PSUs)	Provides reward for achieving or exceeding annual financial performance goals	Achievement of adjusted earnings per share goals (Non-GAAP), which are recommended by the CEO and approved by the Compensation Committee
Long-term equity-based compensation	Performance- based restricted stock units (PSUs) and stock options	Create a strong financial incentive for ~~stockholder~~shareholder value creation with significant Company equity stake linked to long-term, future Company performance	3-year Recurring Revenue Growth (PSUs); ~~stockholder~~shareholder value created, in the form of increased value per share (options)


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Executive Compensation Related Policies and Practices

We operate under the following compensation-related governance practices for responsible management of risk and expense in the reward of our Named Executive Officers:

	Our Philosophy			Our Practice
	Our executive compensation program and practices are designed to reward for performance, not provide perquisites			Total Target Compensation for our Named Executive Officers is consistently set at or below levels within our peer group with the opportunity for increased compensation based on performance above planned growth goals.

				88% of total target compensation to our Named Executive Officers is “at risk” compensation.

				Our Named Executive Officers receive no material non-cash benefits, deferred compensation benefits, or other executive perquisites.

				Our Named Executive Officers participate in the same health and welfare benefits available to all employees of the Company and on the same terms as are broadly available.
	We deliver pay for performance that consistently meets or exceeds expectations			Performance-based incentives are provided upon the achievement of annual growth and operational goals and long-term growth goals that increase ~~stockholder~~shareholder value. The potential for additional compensation is linked to performance levels that exceed Board of Directors and ~~stockholder~~shareholder expectations for performance and growth.
	We administer our executive compensation programs and practices responsibly on behalf of our ~~stockholders~~shareholders			Our Compensation Committee is comprised solely of independent directors.

				We maintain an executive compensation recovery policy described further in the “Other Important Elements of our Executive Compensation” section.

				We maintain stock ownership guidelines, referenced in more detail in the “Stock Ownership Guidelines” section, which require our executives to hold a meaningful ownership stake in the Company.

				We design and administer our executive compensation program with caps and appropriate controls to ensure excessive risk taking is not incentivized as described in the “Other Important Elements of our Executive Compensation” section.

				Our 2018 Stock Incentive Plan does not permit stock option exchanges or repricing without ~~stockholder~~shareholder approval.

				We maintain a Stock Anti-Hedging and Pledging Policy, described in the “Stock Anti-Hedging and Pledging Policy” section, to prohibit our executives from engaging in transactions that could reduce or limit their holdings, ownership or interest in Company securities and to discourage our executives from pledging Company securities or from holding Company securities in margin accounts.

				~~We conduct~~Since 2017, we have conducted an annual ~~stockholder~~shareholder advisory vote on Named Executive Officer compensation and maintain ongoing outreach to our investors to understand their perspectives on our executive compensation program.

				Our Compensation Committee conducts an annual ~~assessment.~~self-assessment.

				We do not provide excise tax payments or “gross ups” on future post-employment compensation to our Named Executive Officers if they become eligible for severance payments under the terms of their employment agreements.


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PROCESS FOR SETTING EXECUTIVE COMPENSATION

The Compensation Committee carries out the responsibilities of our Board relating to the compensation of our Named Executive Officers with input from all of our independent directors including:

Reviewing and approving all compensation of our CEO and other Named Executive Officers;

Reviewing and approving performance goals used in the design of our annual and long-term incentive plans;

Reviewing and approving CEO and Named Executive Officer post-employment compensation arrangements; and

Reviewing and approving this Compensation Discussion and Analysis.

The Compensation Committee carries out these duties in the interests of our ~~stockholder~~shareholders based on our compensation philosophy and objectives. ~~Its~~The Committee’s focus is on developing and maintaining an executive compensation program that is competitive and balances the need to attract, motivate, and retain a talented, experienced executive team within a context of responsible cost and risk management.

In the course of carrying out their duties, the Compensation Committee consults with our Human Resources, Finance, and Legal departments to gather information regarding corporate and individual performance, peer and market comparator data, and financial and legal best practices and regulatory changes. The Compensation Committee reviews recommendations for performance measures and related target levels of pay for our Named Executive Officers, which are prepared by our Chief Human Resources Officer and presented in the context of our operational and long-term performance objectives, our compensation philosophy and objectives, and peer compensation data.

Role of Our CEO and the Other Named Executive Officers

Our Named Executive Officers do not make recommendations regarding their own compensation. The Compensation Committee does solicit the opinions of our Executive Board Chair ~~of the Board~~ and our Chief Executive Officer relative to the level of attainability and risk associated with performance objectives in the performance-based compensation elements and the rationale for any individual changes to Named Executive Officer compensation (other than their own). The Compensation Committee reviews and discusses the recommendations presented and uses them as one factor in approving the compensation of our Named Executive Officers.

Factors Considered in Setting Executive Compensation

In determining the amount and form of the compensation elements, the Compensation Committee considers a number of factors, including:

Our executive compensation program objectives;

Corporate performance, as reflected in the achievement of key strategic, financial and operational objectives;

Responsible compensation pay practices and mix of pay elements which minimize excessive risk ~~taking and reflect learnings from our stockholder engagement efforts;~~taking;

Base salaries, annual incentives, and long-term incentives provided in our peer group and for peer roles in the Radford ~~Global Technology~~ Survey;

Performance and retention of the Named Executive Officers and the value of that retention to ~~stockholders;~~shareholders; and

Feedback and perspectives gained from engagement with ~~stockholders.~~shareholders.

Each year, our Chief Human Resources Officer provides the Compensation Committee with data to support a review of the market competitiveness of our executive compensation relative to broad industry peers, which is described in detail below. In addition to a review of this information, the Compensation Committee considers the overall objectives of our executive compensation program and the elements of the program, including the mix of cash and stock-based compensation and the mix of short-term and long-term compensation, to determine whether they are appropriate relative to operational objectives and long-term performance of the Company. The Compensation Committee may retain the services of compensation advisors for the purposes of assisting in the determination of executive compensation. In ~~2021,~~2022, the Compensation Committee engaged a consultant from Pearl Meyer to review and discuss with our Compensation Committee materials prepared by the Chief Human Resources Officer for Committee review. Our Named Executive Officers’ compensation is primarily composed of base salary, bonus, and stock option and PSU grants, and does not include more complex elements such as deferred compensation plans.


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Peer Group

In order to provide the Compensation Committee with more detailed and specific information about executive compensation levels and practices, we utilize a peer group (the “Peer Group”) each year to assist in determining appropriate compensation levels for the Named Executive Officers. The Peer Group used for competitive analysis consists of publicly traded companies of similar size, most of which are in the enterprise software space.


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The 1815 companies in the Peer Group used to assist in setting ~~2021~~2022 compensation were:

	ACI Worldwide, Inc.			~~Manhattan Associates,~~Pegasystems, Inc.
	Ansys, Inc.			~~Paycom Software, Inc.~~
	~~Aspen Technology, Inc.~~			~~Pegasystems,~~PTC, Inc.
	Blackbaud, Inc.			~~PTC, Inc.~~
	~~Cornerstone onDemand, Inc.~~			~~RealPage, Inc.~~
	~~Fair Isaac Corp.~~			RingCentral, Inc.
	~~Guidewire Software,~~Envestnet, Inc.			Splunk
	~~j2 Global, Inc.~~Fair Isaac Corporation			Veeva Systems, Inc.
	Fortinet, Inc.			Zendesk, Inc.
	Hubspot, Inc.			Ziff Davis, Inc.
	Jack Henry & Associates, Inc.			~~Zendesk, Inc.~~

We review the Peer Group annually to ensure that the companies in the Peer Group remain relevant and provide meaningful compensation comparisons. In ~~February 2021,~~January 2022, the Compensation Committee reviewed the Peer Group ~~utilized in 2020, comparing them~~relative to Tyler considering multiple factors, including the following four key metrics: ~~revenues; net income;~~revenue; market capitalization; and one-year and three-year total ~~assets.~~shareholder return. The Compensation Committee determined the Peer Group ~~remained~~was appropriate ~~with no changes~~as proposed for ~~2021~~2022 executive compensation comparative purposes.

The table below shows a comparison of those key metrics for Tyler in ~~2021~~2022 to the peer group average:

Revenues

Market
Capitalization

(in millions)

Tyler Technologies, Inc.

$1,086.4

$15.9

Peer Group Average

$1,069.9

$14.5

~~Compensation Survey Data~~

	Revenue	Market Capitalization	TSR(1y)	TSR(3y)
	(in millions)
Tyler Technologies, Inc.	$1,117	$17,604	45.5%	35.1%
Peer Group Average	$1,419	$16,917	43.7%	35.9%

In addition to ~~peer company~~Peer Group data, the Compensation Committee reviews compensation data for each of the Named Executive Officer’s roles from the Radford Global Technology Survey (the “Radford Survey”), which it has used since 2010. Over 2,000 technology and life science companies use the Radford Survey to benchmark their compensation practices for all levels within their organizations. This data is provided to the Compensation Committee by the Chief Human Resources Officer.

The Compensation Committee uses Peer Group and survey data as a reasonableness check. This flexibility is important in designing compensation arrangements which attract and retain new executives in the highly competitive and rapidly changing environment in which we compete for growth and talent.

Positioning of Pay

The Compensation Committee determines target total compensation for our Named Executive Officers after considering analysis of the Peer Group and Radford Survey data. The Committee does not apply a formula that ties our total compensation levels to specific market percentiles.


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ANALYSIS OF NAMED EXECUTIVE OFFICER COMPENSATION

~~2021~~2022 Named Executive Compensation Structure and Process

In ~~February 2021,~~January 2022, the Compensation Committee approved the total ~~2021~~2022 compensation packages for Mr. Marr, Mr. Moore, Mr. Miller, and Mr. ~~Miller. Mr.~~ Puckett, who was added as Named Executive Officer onin May ~~11,~~ 2021. The total compensation packages included annual salary, a short-term (annual) stock incentive ~~compensation~~ award, and a long-term stock incentive award.

Annual Salary

Annual salary is intended to provide competitive, fixed compensation to attract and retain executive talent with the skills and specific expertise needed to support the achievement of annual and long-term business objectives. Each year, the Compensation Committee approves the annual salaries for each of the Named Executive Officers who may or may not receive a salary increase in any given year. In considering the annual salaries for the Named Executive Officers, the Committee reviews the Peer Group and Radford Survey, internal business plans and performance, and general economic conditions in the context of our objectives for executive compensation.

Annual salary represents the single fixed component of the three principal elements of our executive compensation program and is intended to provide a baseline minimum amount of annual compensation for our executives. In ~~February 2021,~~January 2022, the Compensation Committee approved maintaining annual salaries for ~~each of the Named Executive Officers at the time. This excluded~~Mr. Marr and for Mr. Puckett, who received an increase in ~~March of~~ 2021 of 11.1% associated with ~~additional duties~~his promotion to COO and ~~scope prior to being confirmed~~confirmation by the Board of Directors as aan executive officer in May 2021. The Committee approved annual salary increases to Mr. Moore and Mr. Miller of 14.3% and 3.8%, respectively; the first salary increases for each Named Executive Officer ~~in May 2021.~~since February 2020.

Name

Increase

2020

2021

John S. Marr, Jr.

0.0%

$300,000

$300,000

H. Lynn Moore, Jr.

0.0%

$525,000

$525,000

Brian K. Miller

0.0%

$400,000

$400,000

Jeffrey D. Puckett⁽¹⁾

11.1%

$270,000

$300,000

~~(1)~~

~~Mr. Puckett was added as a Named Executive Officer on May 11, 2021.~~

Name	Increase	2021	2022
John S. Marr, Jr.	0.0%	$300,000	$300,000
H. Lynn Moore, Jr.	14.3%	$525,000	$600,000
Brian K. Miller	3.8%	$400,000	$415,000
Jeffrey D. Puckett	0.0%	$300,000	$300,000

The review and approval of increases by our Compensation Committee ~~to our other Named Executive Officers~~for Mr. Moore and Mr. Miller was based on multiple factors. First, the Committee reviewed the Peer Group and Radford Survey data, which included comparisons for comparable roles in similar-sized companies with annual revenues between ~~$500~~$900 million and $2$2.5 billion. The annual salary approved by the Committee for 2021 is below the peer group median by 29%, 9%, and 13% for our CEO, Executive Chair and CFO, respectively. It is 30% lower, 20% lower, and 16% lower than the Radford Survey median annual salary for our CEO, Executive Chair and CFO, respectively. Mr. Puckett’s compensation was not included in this annual review in 2021 as it occurred prior to his addition as a Named Executive Officer.

The Compensation Committee also considered ~~multiple factors, including~~ individual and Company performance in the previous fiscal year, executive experience, retention, and ~~the~~ Tyler’s growth in both revenue and earnings per share in independently assessing ~~2021~~2022 annual salary levels. In addition, the Compensation Committee applied its philosophies regarding “at risk” relative to fixed compensation as part of an executive’s overall compensation mix in balancing the justification for a relative increase while maintaining the fixed compensation component below Peer Group and Radford Survey benchmarks. The increased annual salary approved by the Committee for 2022 is 19% and 10% below the Tyler Peer Group median and is 20% and 13% below the Radford Survey median for our CEO and CFO, respectively.

As noted above, the Compensation Committee does not adhere to strict formulas or rely to any significant extent, on market survey data to determine total compensation or the mix of compensation elements. Market survey data is not used as a benchmark per se, but rather is referred to by the Compensation Committee as a reasonableness check. As noted above, the Committee’s long-standing philosophy remains positioning compensation toward performance-based over fixed pay for our Named Executive Officers.

Short-term Incentives

Short-term incentives are intended to reward the achievement of short-term objectives which, when consistently achieved, drive long-term ~~stockholder~~shareholder value. We believe that a meaningful portion of the executive’s compensation should be contingent upon the successful achievement of our annual corporate ~~objectives.~~objectives, which represent annual components of our long-term growth strategy.

While our short-term incentive compensation plan is based on a given year’s non-GAAP earnings per share, the initial establishment of the criteria for full achievement of the target bonus from year to year is based on a multi-year view of appropriate growth levels. In other words, performance that meets our internal plan in a given year may not necessarily correspond with our executives earning 100% of the target bonus if the internal plan does not meet the goal of overall year-over-year growth. The short-term incentive plan is based on ~~the~~our operating plan, which is developed from the “bottom-up” and considers a wide range of factors that impact our results, including the general economic environment, our market, competitive landscape, initiatives and investments, and various other risks and opportunities. As of the beginning of the plan year, with the impact of the COVID-19 pandemic and multiple new variants emerging, the achievement of the plan was considered to be challenging but reasonably possible when all such factors were considered.


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In February 2020, the Compensation Committee approved the change from a cash-based to a stock-based short-term incentive plan in the form of PSUs which vest only upon the attainment of short-term performance objectives established for the ~~Plan.~~plan. The Committee believes equity-based short-term incentives align executives with ~~stockholder~~shareholder interests and company performance which increases long-term value for our ~~stockholders.~~shareholders.

Each year, the Compensation Committee approves the vesting of annual incentive compensation PSUs for the prior fiscal year based on the achievement of defined incentive compensation performance objectives that were approved by the Compensation Committee at the beginning of the prior fiscal year. Short-term incentives for the prior fiscal year are reviewed by the Compensation Committee in the first quarter of the following fiscal year and generally vest as earned on March 1. While the vesting of short-term incentive PSUs is based solely on the achievement of pre-defined and pre-approved performance objectives, the Compensation Committee, using its judgment, may exercise discretion in granting additional bonus amounts and equity awards as it deems appropriate. These adjustments may be based on subjective factors such as the Compensation Committee’s assessment of external factors, including general economic and market conditions, unforeseen “one-time” events affecting financial performance or driving ~~stockholder~~shareholder value, the executive’s assumption of additional responsibilities, the degree of difficulty of a particular assignment, and the executive’s experience, tenure, and future prospects with Tyler.

The ~~2021~~2022 short-term incentive compensation plan was based on annual non-GAAP earnings per share and is structured with graduated benefits for over-achievement and consequences for underachievement of objectives, including no vesting below a minimum threshold of performance.

	Annual Incentive Metric			Rationale for Metric
	Non-GAAP Earnings per Share*			We believe that non-GAAP earnings per share removes certain uncontrollable variables and provides a more accurate picture of our financial performance.

Excludes write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, lease restructuring costs and other asset write-offs, and expenses associated with amortization of intangibles arising from business combinations.

In ~~February 2021,~~January 2022, the Compensation Committee approved the ~~2021~~2022 Incentive Compensation Plan recommended by the Chief Executive Officer, which was based on the achievement of fully diluted non-GAAP earnings per share goals established in connection with our annual operating plan and consistent with our long-term growth strategy (which excludes write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, lease restructuring costs and other asset write-offs, and expenses associated with the amortization of acquisition intangibles arising from business combinations and did not include any individual performance goals). The ~~2021~~2022 Incentive Compensation Plan performance objectives for the Named Executive Officers were similar to other corporate employees’ incentive compensation plans and tied to similar goals, the main difference being the size of the target incentive award in relation to base salary. We believe that the percentage of compensation that is based on our performance should increase with an employee’s level within the Company up to and including executive management. Target incentives are therefore determined based on experience, level of responsibility, and retention risk.

The ~~2021~~2022 Incentive Compensation Plan provided the opportunity for the executive officers, as well as other corporate employees, to earn incentive compensation at the following levels:

175% of target based on achieving ~~110.6%~~108.1% of adjusted earnings per share goal

170% of target based on achieving ~~109.9%~~107.6% of adjusted earnings per share goal

165% of target based on achieving ~~109.2%~~107.0% of adjusted earnings per share goal

160% of target based on achieving ~~108.5%~~106.5% of adjusted earnings per share goal

155% of target based on achieving ~~107.7%~~105.9% of adjusted earnings per share goal

150% of target based on achieving ~~107.0%~~105.4% of adjusted earnings per share goal

145% of target based on achieving ~~106.3%~~104.9% of adjusted earnings per share goal

140% of target based on achieving ~~105.6%~~104.3% of adjusted earnings per share goal

135% of target based on achieving ~~104.9%~~103.8% of adjusted earnings per share goal

130% of target based on achieving ~~104.2%~~103.2% of adjusted earnings per share goal

125% of target based on achieving ~~103.5%~~102.7% of adjusted earnings per share goal

120% of target based on achieving ~~102.8%~~102.2% of adjusted earnings per share goal

115% of target based on achieving ~~102.1%~~101.6% of adjusted earnings per share goal

110% of target based on achieving ~~101.4%~~101.1% of adjusted earnings per share goal

105% of target based on achieving ~~100.7%~~100.5% of adjusted earnings per share goal

100% of target based on achieving 100.0% of adjusted earnings per share goal


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95% of target based on achieving ~~99.3%~~99.5% of adjusted earnings per share goal

90% of target based on achieving ~~98.6%~~98.9% of adjusted earnings per share goal

85% of target based on achieving ~~97.9%~~98.4% of adjusted earnings per share goal

80% of target based on achieving ~~97.2%~~97.8% of adjusted earnings per share goal

75% of target based on achieving ~~96.5%~~97.3% of adjusted earnings per share goal

70% of target based on achieving ~~95.8%~~96.8% of adjusted earnings per share goal

65% of target based on achieving ~~95.1%~~96.2% of adjusted earnings per share goal

60% of target based on achieving ~~94.4%~~95.7% of adjusted earnings per share goal

55% of target based on achieving ~~93.7%~~95.1% of adjusted earnings per share goal

50% of target based on achieving ~~93.0%~~94.6% of adjusted earnings per share goal

45% of target based on achieving ~~92.3%~~94.1% of adjusted earnings per share goal

40% of target based on achieving ~~91.5%~~93.5% of adjusted earnings per share goal

In January ~~2022,~~2023, the Compensation Committee approved vesting of the ~~2021~~2022 short-term incentive awards at ~~120%~~110% of base salary for ~~Messrs.~~Mr. Moore, Mr. Miller, and Mr. Puckett. Equity awards under the ~~2021~~2022 Incentive Compensation Plan vested on March 1, ~~2022,~~2023, as approved.

Metric

Threshold (40%)

Target (100%)

Max (175%)

Actual

Achievement

% of Target

Achieved

Metric

Threshold (40%)

Target (100%)

Max (175%)

Actual

Achievement

% of Target

Achieved

Non-GAAP EPS*

$5.20

$5.68 to $5.719

$6.28

$5.85

120%

Non-GAAP EPS*

$6.93

$7.41 to $7.449

$8.01

$7.50

110%

Included adjustments to ~~2021~~2022 GAAP pre-tax income for (i) ~~$2.7~~$1.9 million of ~~write-downs of acquisition-related deferred revenue,~~acquisition- related costs, (ii) ~~$108.2~~$104.6 million of share-based compensation expense and employer portion of payroll taxes on employee stock transactions, (iii) ~~$90.5~~$113.6 million of amortization of intangibles arising from business ~~combinations.~~combinations, and (iv) $2.8 million of lease restructuring and other asset write-offs.

Long-term Incentives

The third component of our Named Executive Officers’ ~~2021~~2022 compensation was long-term stock incentives, including PSUs and stock options. We believe stock incentives provide a vital link between the long-term results achieved for our ~~stockholder~~shareholders and the rewards provided to executive officers and other key employees for that achievement.

Long-term equity incentives ~~are~~for 2022 were comprised of stock options and PSUs and ~~are~~ intended to reward sustained achievement of long-term objectives through achievement of performance goals and time-based vesting periods. Stock options granted to our executive officers have a ten-year life. Beginning in 2016, options vest ratably over a three-year period for employees (including Named Executive Officers) who are at least 50 years of age and have tenure with the Company of at least 15 years; otherwise, options vest ratably over a ~~five-year~~four-year period. Beginning in 2018, PSUs ~~also vest ratably over three-year or five-year periods~~cliff-vest at the end of three years upon the achievement of defined performance measures as determined by the Compensation Committee. Our allocations reflect our philosophy that a significant portion of our executive officers’ compensation should be performance-based and therefore at risk depending on the Company’s performance. Through the use of equity incentives, a significant portion of potential compensation is tied directly to achievement of performance goals or stock price appreciation, further aligning the interest of our executive officers with those of our ~~stockholders.~~shareholders. Stock options are granted in semi-annual tranches (on or about June 1 and December 1), and PSUs are granted on or about March 1 after performance metrics have been established. Stock option awards are granted with an exercise price equal to the market price at the time of the award.

Our objectives in granting equity incentive awards are to:

maintain an overall number and value of equity incentive awards that is reasonable in terms of ~~stockholder~~shareholder dilution;

focus equity incentive awards on a limited number of key employees who have a direct impact on our ability to achieve our long-term goals;

provide the largest equity incentive grants to our top performers and individuals with the greatest responsibilities and potential to drive long-term share price appreciation; and

utilize a mix of options, restricted stock units, and performance-based restricted stock units to align recipients with the long-term interests of our ~~stockholders,~~shareholders, without promoting excessing risk taking.

In setting the mix between the different elements of compensation, we do not target specific allocations, but generally weigh incentive compensation elements more heavily. For more information, see “Compensation Discussion and Analysis — ~~2021~~2022 Named Executive Officer Compensation Structure and Process — Compensation Mix” below. For ~~2021,~~2022, the Compensation Committee approved grants of PSUs for ~~5,000~~6,500 shares for Mr. ~~Moore and 3,333~~Moore; 3,750 shares for Mr. ~~Miller.~~Miller; and 2,500 shares for Mr. Puckett. This represents noan increase in PSUs granted in 2022 versus 2021 ~~versus 2020.~~of 1,500; 417; and 150 shares, respectively. The Committee felt the increased ~~value per share, driven by Company performance,~~number of shares provided an appropriate level of compensation ~~increase with no need~~ for ~~an increase~~each Named Executive Officer in ~~units granted at this time. Mr. Puckett received a 2021 grant~~light of ~~2,350 PSUs, an increase from the 2,000 PSUs granted in 2020 to reflect his~~Company and individual performance as well as Peer Group analysis.


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~~expanded role.~~ Mr. Marr received no ~~longer receives~~ PSUs in his role as Executive ~~Chair.~~ Chair in 2022.

These grants to the Named Executive Officers, and therefore the actual number of PSUs, are subject to performance-based vesting with a performance period of three years. The performance measure used to determine the number of PSUs vested at the end of the three-year performance period for the ~~2021~~2022 PSU grant is recurring revenue growth over that period. The three-year cliff vesting period reinforces the importance of sustained recurring revenue growth to the Company’s long-term success. The Compensation Committee believes that this vesting schedule emphasizes the long-term nature of this compensation component, thereby further aligning the interests of the Named Executive Officers with those of the ~~stockholders.~~shareholders. Upon vesting, the vested PSUs will be “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU.

The following table sets forth the performance criteria that must be met for annual PSU grants to be earned and eligible for vesting:

	3-Year Cumulative Recurring Revenue Growth⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under 25.6%			—
	25.6%-29.59%			50%
	29.6%-33.59%			80%
	33.6%-39.59%			100%
	39.6%-45.59%			120%
	45.6% and above			150%

(1)

Includes non-GAAP recurring revenue from an acquisition when total acquired company recurring revenue is less than or equal to 3% of Tyler recurring revenue. For an acquisition with recurring revenue run rate at the time of acquisition that is greater than 3% of Tyler recurring revenue, includes recurring revenue from the acquisition that is equal to 3% of Tyler recurring revenue at the time of acquisition.

In addition, in ~~February 2021,~~January 2022, the Compensation Committee preliminarily approved the size of option grants to our Named Executive Officers as set forth below, to be made in two equal tranches on June 1 and December 1, ~~2021,~~2022, which was consistent with our semi-annual grant policy. The term and vesting period for stock option grants was consistent with stock option grants made to all our employees.

PSUs

Stock Options

Stock Options

Name

March 1, 2021

June 1, 2021

December 1, 2021

John S. Marr, Jr.

n/a

3,750

3,750

H. Lynn Moore, Jr.

5,000

9,000

9,000

Brian K. Miller

3,333

6,000

6,000

Jeffrey D. Puckett⁽¹⁾

2,350

2,350

2,350

~~(1)~~

~~Mr. Puckett was added as a Named Executive Officer on May 11, 2021.~~

	PSUs	Stock Options	Stock Options
Name	March 1, 2022	June 1, 2022	December 1, 2022
John S. Marr, Jr.	n/a	3,750	3,750
H. Lynn Moore, Jr.	6,500	10,000	10,000
Brian K. Miller	3,750	5,000	5,000
Jeffrey D. Puckett	2,500	3,250	3,250

The grant of options approved by the Committee in ~~February 2021~~January 2022 represented no change from the number of options granted to Mr. Marr in ~~2020.~~2021. Options ~~are~~were the only form of long-term incentive provided to Mr. Marr in his role as Executive ~~Chair.~~Chair in 2022. The number of options granted to ~~Messrs.~~Mr. Moore, Mr. Miller, and Mr. Puckett were ~~reduced from 22,500 to~~20,000; 10,000; and 6,500 in 2022 versus 18,000; ~~15,000 to~~ 12,000; and ~~5,000 to~~ 4,700 in 2021, respectively. In approving equity grants to the NEOs, the Compensation Committee considered many factors, including the position of our Named Executive Officers’ total ~~cash~~ compensation relative to the Peer Group and Radford Survey comparators, long-term growth goals and potential future financial performance, each Named Executive Officer’s experience and level of responsibility, and the retention of each Named Executive Officer. The Compensation Committee does not have a set formula to determine which of these factors is more or less important, and the specific factors used and their weighting may vary among individual executives. The Compensation Committee also periodically reviews ISS guidelines as to the appropriate level of share-based awards granted for companies of similar characteristics.


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Share-based awards were made in ~~2021~~2022 to approximately ~~13%~~17% of all Company employees. The Named Executive Officers were awarded approximately ~~16%~~17% of the total annual recurring stock incentive awards granted to employees in ~~2021~~2022 as part of our annual recurring stock incentive award program. In ~~2021,~~2022, the percentage of total share-based awards for our annually recurring grants to Named Executive Officers was as follows:

	Name			Percentage of total annually recurring stock incentive awards
	John S. Marr, Jr.			~~2.2%~~2.3%
	H. Lynn Moore, Jr.			~~6.9%~~8.0%
	Brian K. Miller			~~4.6%~~4.2%
	Jeffrey D. Puckett			~~2.1%~~2.7%

Compensation Mix

The mix of the three key elements of ~~2021~~2022 Named Executive Officer compensation is designed ~~with the objective of aligning~~to align a substantial portion of executive pay with the achievement of performance goals and increased value to Tyler ~~stockholders.~~shareholders. While annual salaries are intended to be fixed and certain, the other two elements only have value if performance goals are achieved or adjusted earnings per share goals are met and if the value of our common stock increases. We believe that having a larger measure of key pay elements at risk motivates and challenges our Named Executive Officers to achieve positive returns for our ~~stockholders.~~shareholders. For ~~2021,~~2022, the proportion of pay at risk for our Named Executive Officers was as follows:

Name	Annual Salary	Compensation at Risk		Name	Annual Salary	Compensation at Risk
		Short-term Stock Incentive Target	Long-term Stock Incentive Target			Short-term Stock Incentive Target	Long-term Stock Incentive Target
John S. Marr, Jr.	26%	0%	74%	John S. Marr, Jr.	27%	0%	73%
H. Lynn Moore, Jr.	9%	11%	80%	H. Lynn Moore, Jr.	10%	11%	79%
Brian K. Miller	10%	13%	77%	Brian K. Miller	12%	13%	75%
Jeffrey D. Puckett	13%	12%	75%	Jeffrey D. Puckett	13%	12%	75%

The table above depicts the relative mix of pay elements for ~~2021,~~2022, consisting of annual salary earned, annual bonus incentive earned, and the aggregate grant date fair value of annual recurring share-based awards made to the Named Executive Officers. For more detail, see “Executive Compensation — Summary Compensation Table.”

Additional Considerations

In addition to the compensation objectives and the specific considerations discussed above, the Compensation Committee discussed in detail the following in determining total compensation for the Chief Executive Officer and other Named Executive Officers in ~~2021:~~2022:

Key operational and long-term objectives, including management’s goal of year-over-year earnings per share growth, continued strengthening of ~~our~~the Company’s balance sheet, profitability, and growth of recurring ~~revenues;~~revenues and operating margin;

Management’s objectives to develop and deploy premier technology through continued investment and the transition to the cloud;

The continued retention of each of our Named Executive Officers who lead our long-term growth strategy;

Reference to levels of compensation of other named executive officers of similarly sized, publicly held companies in similar industries;

Analysis of granted and realizable Named Executive Officer compensation at Tyler and ~~stockholder~~shareholder value created under multiple long-term growth scenarios;

Terms of employment agreements, including equity granted with the five-year employment agreements executed in 2018 and the final vesting of this grant in 2023.

After considering all of the factors outlined in this Compensation Discussion and Analysis, the Compensation Committee considered the overall compensation paid to our Named Executive Officers for ~~2021~~2022 to be appropriate and reasonable.


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~~2022~~2023 Named Executive Officer Compensation

In ~~July and October 2021,~~2022, the Committee ~~reviewed~~conducted in-depth analysis of Named Executive ~~Compensation~~Officer compensation in ~~light~~the context of our multi-year business strategy and long-term growth goals, as well as the plan, previously communicated to ~~stockholders~~shareholders in 2019, to eliminate the historic practice of granting equity associated with the five-year employment ~~agreements~~agreements. With the final vesting of equity associated with the ~~Named Executive Officers.~~ previous five-year grants set to occur in 2023, the goal of the Committee was to ensure that NEO compensation design and levels moving forward reward appropriately for the achievement of operational and long-term growth goals and align with governance best practices. The Committee conducted this work with the expectation that its decisions regarding 2023 NEO compensation reflect our current approach to NEO compensation moving forward, including:

use of a total compensation target mix, generally 20% service-based and 80% performance-based, consistent with peer and governance best practices to avoid incentivizing excessive risk taking;

introduction of RSUs, which vary by executive, to supplement annual salary in reaching the 20% service-based level of target total compensation;

elimination of stock options as a form of equity compensation, based on shareholder outreach, governance best practices, and peer group analysis; and

increased PSUs to provide focus and reward for achievement of key long-term goals, and to supplement target annual incentive in reaching the 80% performance-based level of target total compensation.

In ~~January 2022,~~February 2023, the Compensation Committee reviewed the final proposed executive compensation program and individual compensation elements for each of the Named Executive Officers, including our Chief Executive Officer. As in previous years, the Committee considered the overall objectives of our executive compensation program and the elements of the program, including the mix of cash and stock-based compensation and the mix of short-term and long-term compensation, to determine whether they are appropriate relative to operational objectives and long-term performance of the Company. The Committee reviewed and discussed changes proposed by the Chief Executive Officer to the performance measures used in the long-term incentive plan as well as information provided by the Chief Human Resources Officer, including peer and market data. ~~Messrs.~~Mr. Marr, Mr. Moore, and Mr. Miller attended the ~~portion~~portions of the meeting focused on ~~2021~~multi-year business strategy and long-term growth drivers, as well as those portions focused on 2022 Company performance and achievement of short and long-term incentives. ~~Mr. Moore and Mr. Miller~~They each left the meeting ~~and Ms. Shimansky, the~~prior to any discussion regarding their compensation. Our Chief Human Resources Officer remained to answer the Committee’s questions regarding ~~2021~~2023 Named Executive Officer ~~Compensation~~compensation information provided and to record the decisions of the Committee. ~~A consultant from Pearl Meyer was also present to support the Committee discussion.~~ The Committee approved the following ~~2022~~changes to 2023 total compensation for the Named Executive Officers:

Annual Salary

The Compensation Committee increased annual salaries to ~~Messrs.~~Mr. Moore, Mr. Miller, and ~~Miller~~Mr. Puckett to ~~$600,000~~$675,000, $425,000, and ~~$415,000,~~$325,000, respectively. No ~~changes were~~change was made to the annual ~~salaries~~salary of ~~Messrs. Marr and Puckett.~~Mr. Marr. These decisions were based on multiple factors, including the review of Peer Group and ~~the~~ Radford Survey ~~data.~~total compensation data relative to Named Executive Officer compensation, including and excluding the annual value of the discontinued five-year grant.

Annual Incentive

The Compensation Committee maintained the current target bonus levels of 100% of base salary for Mr. Moore and Mr. Miller. Mr. Puckett’s target bonus level was increased from ~~75%~~85% to ~~85%~~100%. Mr. Marr does not receive an annual incentive in his role as Executive Chair of the Board.

The annual incentive continues to be delivered in the form of short-term performance-based restricted stock units. To earn 100% of the target bonus under the ~~2022~~2023 Incentive Compensation Plan, the Company must achieve ~~2022~~2023 non-GAAP earnings per share between ~~$7.41~~$7.55 and ~~$7.449,~~$7.589, as adjusted to exclude write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, lease restructuring and other asset write-offs, and expenses associated with amortization of intangibles arising from business combinations. The bonus is based on our operating plan, which was reviewed by the Compensation Committee. In order to achieve the threshold bonus of 40% of target, the Company must achieve non-GAAP earnings per share of ~~$6.93.~~ $7.07.

The short-term PSUs have a date of grant of March 1, ~~2022,~~2023, and vesting will be determined on the first anniversary based on the level of performance achieved. Upon vesting, the vested PSUs will be “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU.


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Long-Term Incentive

Stock Options. ~~For 2022, the Compensation~~The Committee approved an end to the practice of granting stock ~~option grants~~options as a form of ~~7,500~~long-term incentive. This decision was made based on multiple factors, including benchmarking of Tyler versus peer equity practices and the perspectives gathered by the Chief Financial Officer, Chief Human Resources Officer, and Chief Legal Officer in discussions with investors and investor governance groups over multiple years. While we continue to believe that stock options can be a valuable compensation incentive in creating value for shareholders, it is clear that our investors prefer, and our peers consistently use, restricted stock units and/or restricted stock as opposed to ~~Mr. Marr, 20,000~~stock options. The elimination of stock options from Named Executive Officer long-term compensation also provided the opportunity to ~~Mr. Moore, 10,000 options to Mr. Miller,~~ more materially align Named Executive Officer compensation with two long-term Tyler priorities—recurring revenue growth and ~~6,500 options to Mr. Puckett. In 2021,~~ operating margin growth. As a result, in February 2023, the Committee approved ~~stock option grants to Messrs. Marr, Moore, Miller and Puckett of 7,500; 18,000; 12,000; and 4,700 options respectively.~~

The options will be issued in two equal tranches on or about June 1 and December 1, 2022. Options will vest ratably over a three-year period beginning on the first anniversary of the grant date for the Named Executive Officers, each of whom is at least fifty years of age and has a tenure with the Company of at least fifteen years. The Compensation Committee believes these vesting schedules emphasize the long-term nature of this compensation component, and the changes approved in 20222023 long-term incentive compensation ~~further align the interests of~~to our Named Executive Officers ~~with those of the stockholders.~~as described below.

PSUs. For ~~2022,~~2023, the Compensation Committee approved grants of long-term PSUs ~~of 6,500 shares~~ to Mr. Marr, Mr. Moore, ~~3,750 shares to~~ Mr. Miller, and ~~2,500 shares to~~ Mr. ~~Puckett. Mr. Marr does not receive PSUs in his role as Executive Chair. In 2021, the Committee approved long-term PSUs~~Puckett with a target value of ~~5,000; 3,333;~~$900,000; $6,500,000; $3,055,000; and ~~2,350, respectively to Messrs. Moore, Miller and Puckett.~~$1,900,000, respectively. The ~~PSUs were granted on March 1, 2022.~~

~~The options and~~ PSUs granted to our Named Executive Officers in ~~2022~~2023 reflects the Committee’s view of multiple factors, ~~incuding~~including the appropriate ~~mix~~level of ~~options and~~ PSUs in total ~~annual grant~~compensation value, a review of peer and market data, the final step for Mr. Moore and Mr. Miller in the normalization of equity compensation with the ~~planned~~ elimination of the historic five-year grant associated with executive employment agreements, and a reflection of Mr. Puckett’s continuing expanded role.


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Annual grants of long-term PSUs to the Named Executive Officers are subject to performance-based vesting with a performance period of three years. In ~~2022,~~2023, the performance ~~measure~~measures used to determine the number of PSUs vested at the end of the three-year performance period ~~is 3-year~~are three-year cumulative recurring revenue growth over the ~~period.~~ period for half of the PSUs, and three-year non-GAAP operating margin growth over the period as calculated for our quarterly earnings releases for the other half of units granted.

From 2018 through 2020, the performance measure used in the NEO PSU ~~grant~~grants was ~~3-year~~three-year cumulative revenue growth. The Committee has historically discussed a move to metrics more closely aligned with the Company’s business strategy and feedback received during ~~stockholder~~shareholder engagement. Recurring revenue growth over a three-year period was approved by the Committee in 2021 as ~~the~~a PSU metric given its alignment with our strategy to move to the cloud, feedback from ~~stockholders,~~shareholders, peer utilization review, and as a significant driver of continuing ~~stockholder~~shareholder value. Operating margin growth over a three-year period was approved by the Committee in 2023 as an additional PSU metric given its importance to shareholders as we complete our transition to the cloud.

The three-year cliff vesting period reinforces the importance of sustained revenue and operating margin growth to the Company’s long-term success. The Compensation Committee believes that this vesting schedule emphasizes the long-term nature of ~~this compensation component,~~profitable growth, thereby further aligning the interests of the Named Executive Officers with those of the ~~stockholders.~~shareholders. Upon vesting, the vested PSUs will be “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU.

Performance levels for the long-term PSUs are reviewed by the Committee and approved each year based on multiple factors, including historic and expected performance against multi-year growth goals.

At grant, the total target value of awards, as set forth above, is divided into two equal parts, with 50% of PSUs granted subject to 3-year cumulative recurring revenue growth performance and the other 50% subject to operating margin performance. The following table sets forth the performance criteria that must be met for ~~2022 PSU grants~~2023 PSUs granted under each performance measure to be earned and eligible for vesting:

	3-Year Cumulative Recurring Revenue Growth⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under ~~25.6%~~28.9%			—
	~~25.6%-29.59%~~28.9%-32.89%			~~50%~~50%
	~~29.6%-33.59%~~32.9%-36.89%			~~80%~~80%
	~~33.6%-39.59%~~36.9%-42.89%			100%
	~~39.6%-45.59%~~42.9%-46.89%			120%
	~~45.6%~~46.9% and above			150%

(1)


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	2025 Operating Margin⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under 23.5%			—
	23.5% to 23.99%			50%
	24.0% to 24.49%			80%
	24.5% to 25.49%			100%
	25.5% to 25.99%			120%
	26.0% and above			150%

(1)	Non-GAAP Operating Margin as calculated for our quarterly earnings releases.

RSUs. For 2023, the Compensation Committee approved grants of time-based restricted stock units (RSUs) with three-year, ratable vesting to Mr. Moore, Mr. Miller, and Mr. Puckett with a target value of $1,000,000; $445,000; and $250,000, respectively. In making its decision to grant these RSU awards, the Committee considered, among other things, the role of RSUs as a retention tool, maintaining an appropriate balance of fixed and ‘at risk’ pay as part of our Named Executive Officers’ overall compensation package, and the prevalence of RSUs as an award vehicle within our Peer Group. The mix of long-term incentive awards shifted this year to a general targeted mix of 80% performance-based restricted stock (PSUs) and 20% time-based restricted stock (RSUs) awards, based on the planned value of awards at grant, versus the previous targeted mix of 50% PSUs and 50% stock options used in 2022.

Benefits

Our Named Executive Officers are eligible for the same benefits made available to other full-time employees generally, including our 401(k) Savings Plan, Employee Stock Purchase Plan, health and dental care plans, life insurance plans, disability plans, paid time off plan, parental leave plan and other welfare benefit programs.

Employment Agreements

We have historically executed five-year employment agreements with our Named Executive Officers based on our belief that these agreements were in the best interests of our stockholders. These agreements have historically included equity grants that vest over the term of the employment agreements. In 2019, based on engagement with stockholder, we made the decision no longer to provide equity grants with the execution of employment agreements.shareholders. The employment agreements with our Named Executive Officers support leadership team retention and operational stability. They also ensure continuation of the disciplined growth and operational execution we have relied upon to consistently deliver ~~stockholder~~shareholder value and client satisfaction.

These agreements have historically included equity grants that vest over the term of the employment agreements. In ~~February 2018,~~2019, based on engagement with shareholders, we ~~entered into new~~made the decision no longer to provide equity grants with the execution of employment agreements. In 2022, we also made the decision to move from five-year employment agreements to one-year employment agreements that automatically renew for an additional one-year term unless the Company or the NEO provides at least three months’ notice of non-renewal.

The 2022 agreements replaced and superseded the 2018 employment agreements that had been entered into with ~~John S.~~Mr. Marr, ~~Jr., H. Lynn~~Mr. Moore, ~~Jr.,~~ and ~~Brian K. Miller.~~Mr. Miller, which would have expired in February 2023. We also entered into a one-year employment agreement, subject to renewal as described above, with Mr. Puckett. Under the terms of the new employment agreements, ~~Messrs.~~Mr. Marr, Mr. Moore, Mr. Miller, and ~~Miller~~Mr. Puckett will receive minimum base salaries, ~~of $300,000, $500,000~~annual performance bonuses, and ~~$383,000, respectively. These executives also participate in performance bonus or incentive compensation plans as approved~~equity grants determined by the Compensation Committee ~~and~~on an annual basis. These items were most recently set by the Compensation Committee in February 2023, as discussed in above in “2023 Named Executive Officer Compensation.” These executives will also receive all employee benefits and perquisites normally offered to our employees.

Each agreement provides for payment of accrued compensation as well as a severance payment equal to each executive’s then-current base salary and target bonus upon (1) a termination of the executive’s ~~termination of~~ employment without cause or ~~upon the executive’s~~(2) a termination of employment by the executive for defined, and customary, “good reason” or by the Company without cause within ~~thirty days~~twelve months following the occurrence of a change in ~~control.~~control transaction. A change in control ~~is defined~~under the new agreements has the same definition as set forth in our merger or consolidation into an unaffiliated entity; our dissolution or liquidation; the sale of all or substantially all of our assets; the acquisition by any person, entity, or group of more than 30% of our voting stock; or2018 Stock Incentive Plan. The change in control severance payment reflects a “double trigger” mechanism, meaning that both a change in ~~the majority of our Board of Directors that was not approved by the then-existing directors. In addition to the payment of accrued compensation~~control transaction must have occurred and the NEO’s employment must be terminated for “good reason” or without cause within the limited period of time following the change in control transaction. This was a material change from the “single trigger” change in control severance ~~payment, each~~provision in the now-superseded 2018 employment agreements. Each agreement also provides that we will continue to provide medical benefits for 12 months after ~~the date of~~a termination without cause, a termination due to disability, or ~~upon~~a termination following a change in control. In the event of a termination without cause, a termination due to disability, ~~or death, or~~ a termination ~~because of~~following a change in control, or the death of the executive, all unvested options, restricted stock units, or other equity awards outstanding as of the date of the executive’s termination would immediately become fully vested and, as applicable, ~~exercisable or settled.~~exercisable.


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We developed a standard severance package for ~~Messrs.~~Mr. Marr, Mr. Moore, Mr. Miller, and ~~Miller~~Mr. Puckett because we believe it is necessary to attract and retain these qualified executive ~~officers and~~officers. We also believe these agreements are important to help minimize the distraction caused by a potential transaction and reduce the risk that any of these executive officers departs before an acquisition is consummated. We believe that a pre-existing plan allows these executive officers to focus on continuing normal business operations and on the success of a potential business combination, rather than on seeking alternative employment. We further believe that our employment agreements ensure stability and will enable our executive officers to maintain a balanced perspective in making overall business decisions during a potentially uncertain period. The Compensation Committee applied its best judgment in developing the severance package after considering each executive’s overall compensation package, the rapidly changing environment for technology-based companies, the average time required to obtain employment for equivalent job duties, and the amount paid to executives in the event of termination without cause or upon a change in control.

In addition, the employment agreements provide that Messrs. Marr, Moore, and Miller were to be granted options to purchase 112,000; 112,000; and 40,000 shares of our Common Stock, respectively. The options were granted at an exercise price equal to the closing market price of our common stock as reported by the New York Stock Exchange as of the February 26, 2018, date of grant. The options vest in equal installments on the first, second, third, fourth, and fifth anniversary of the grant date and are subject to terms and conditions of the 2018 Stock Incentive Plan and our standard option agreement.

The employment agreements also provide that Messrs. Marr, Moore, and Miller were to be granted 36,000; 36,000; and 12,000 restricted stock units under the 2018 Stock Incentive Plan, respectively. The granted restricted stock units vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of the employment agreements.

In contrast to our general vesting schedules, the vesting schedules of the stock option and restricted stock unit grants associated with the 2018 employment agreements were structured to coincide with the full five-year term of the contracts.

The equity compensation associated with our five-year employment agreements is viewed by the Compensation Committee as one component of total equity compensation to the Named Executive Officers as shown in the table below:

~~Equity Type~~	~~Grant~~ ~~Frequency~~	~~Vesting~~	~~Purpose~~
~~Performance - based~~ ~~restricted stock units~~	~~Annual~~	~~Three - year cliff, only if performance metric achieved~~	~~Performance - Average three-year revenue growth~~
~~Options~~	~~Annual~~	~~Vesting over three years~~	~~Performance - Growth in stock price/stockholder value~~
~~Options~~	With employment agreement*	~~Vesting over five years~~	~~Retention of Named Executive Officers~~
~~Restricted stock units~~	With employment agreement*	~~Vesting over five years~~	~~Retention of Named Executive Officers~~

*	~~The last equity grant associated with NEO employment agreements was provided in 2018. We do not plan to issue an equity grant to our Named Executive Officers with any future employment agreements.~~

Equity granted to Messrs. Marr, Moore, and Miller is intended to retain and reward for performance that meets or exceeds growth goals over time. Equity type, grant frequency and vesting period as well as the performance criteria selected for use with PSUs has been chosen purposefully to drive consistent growth and increased stockholder value over time. In determining the value of equity compensation provided in association with the five-year employment agreements, the Compensation Committee considered Named Executive Officer experience, total compensation for each Named Executive Officer, including base, bonus, and the value of proposed annual equity grants, as well as multi-year growth performance targets, and Peer Group and market compensation data. Total compensation, including the annual value of the grant associated with the five-year employment agreements, is reviewed each year by the Compensation Committee. As noted in previous years, annual executive equity compensation, excluding the value of the grants associated with our five-year employment agreements, is well below Peer Group equity compensation in the years between our five-year employment agreement grants. However, as discussed above, based on Tyler’s engagement with stockholders in 2019, we do not plan to issue an equity grant to our Named Executive Officers with any future employment agreements after the current agreements expire in 2023.

We do not generally enter employment agreements with executives at Tyler other than our Named Executive Officers. At the time of his promotion, we did not enter into an employment agreement with Mr. Puckett. As we continue to evaluate the value of employment agreements to our stockholders, we will include Mr. Puckett in that consideration in the future.


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Other Important Elements of Our Executive Compensation

Executive Compensation Recovery ~~Policy~~Policy; Clawbacks or Forfeitures

Accountability is one of ~~the~~our fundamental Company values. To reinforce this value through our executive compensation program, the Board of Directors adopted an Executive Compensation Recovery Policy in February 2010. The policy applies to our Named Executive Officers, group and division presidents, senior financial management, and other key financial employees, and is included in the compensation plans for each such individual. Under this policy, if, in the opinion of the independent directors of the Board, an executive engages in fraud or intentional misconduct that causes a material restatement of our financial statements, then the independent directors shall have the discretion to use their best efforts to remedy the misconduct and prevent its recurrence. Based upon the facts and circumstances surrounding the restatement, the independent directors may direct the ~~Tyler~~Company to recover all or a portion of any bonus or incentive compensation paid, adjust the future compensation of the executive, and dismiss, or take legal action against, the executive, in each case as the independent directors determine is in the Company’s best interests. The remedies that may be sought by the independent directors are subject to a number of conditions, including that: (1) the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated; (2) the executive in question engaged in fraud or intentional misconduct; and (3) the bonus or incentive compensation calculated under the restated financial results is less than the amount actually paid or awarded.

~~Stock Ownership Requirements and Guidelines~~

The 2018 Stock Incentive Plan includes a “clawback/forfeiture” provision pursuant to which the Compensation Committee may provide in any equity incentive award agreement that (1) the Compensation Committee may in its discretion cancel the award if the holder of the award engages in certain defined detrimental activity, and/or (2) the holder of an award is required to repay any amount in excess of what the holder should have received, whether by reason of a financial restatement, mistake in calculations, administrative error, or otherwise. In addition, all awards would be subject to reduction, cancellation, forfeiture, or recoupment as required under applicable law.

Stock Ownership Requirements

Our Named Executive Officers and other senior Company executives are also subject to minimum stock ownership requirements. Please see “Stock Ownership Guidelines” above for more information.

Anti-Hedging and Pledging

We maintain a Stock Anti-Hedging and Pledging Policy, described in the “Corporate Governance Principles—Stock Anti-Hedging and Pledging Policy” section, to prohibit our executives from engaging in ~~transaction~~transactions that could reduce or limit their holdings, ownership or interest in Company securities and to discourage our executives from pledging Company securities or from holding Company securities in margin accounts.

Frequency of Say-on-Pay Vote

~~In October 2016, our~~The Board of Directors ~~decided to submit~~has submitted an advisory vote on executive compensation to our ~~stockholders on annual basis beginning with~~shareholders since the 2017 annual ~~meeting.~~meeting of shareholders. The annual proposal gives our ~~stockholders~~shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our Named Executive Officers. Stockholder feedback regarding our executive compensation program and governance practices is important to us. As described in the “Stockholder Engagement” section, we have incorporated feedback from our stockholders in the reviewPlease see Proposal Four for a discussion of our ~~executive compensation program~~history and ~~plan~~intent with respect to ~~continue~~ the ~~practice~~frequency of the ~~annual~~shareholder say-on-pay advisory ~~vote and our ongoing outreach to stockholders.~~vote.

Annual Assessment of Risks Associated with our Compensation Policies and Programs

Our compensation program is designed not to incentivize excessive risk taking by allocating an appropriate balance between the three compensation elements. The base salary component of compensation is a fixed amount and is therefore not subject to or influenced by risk taking. Our annual incentive compensation is principally focused on short-term performance


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goals established with consideration to building long-term ~~stockholder~~shareholder value (non-GAAP earnings per share, which excludes write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, and expenses associated with the amortization of acquisition intangibles arising from business combinations). Our long-term incentive compensation is based on the achievement of three-year revenue growth goals and long-term stock price growth through the grant of long-term PSUs and stock options. Our annual incentive compensation plans are graduated scale plans rather than based on “all or nothing” performance, which reduces the incentive for short-term excessive risk taking. Moreover, our stock option grants occur in fixed amounts on a semi-annual basis (on or about June 1 and December 1), which eliminates the ability of executive officers to time the grant of options around short-term, market events. Further, options granted to Named Executive Officers vest over a three-year or ~~five-year~~four-year period beginning on the first anniversary of the grant date (as described above), which further emphasizes the long-term nature of this compensation component and reduces the incentive for risk taking.


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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of the SEC's Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in this proxy statement.

This report is submitted by the Compensation Committee.

Daniel M. Pope, Chair

Glenn A. Carter

Ronnie D. Hawkins, Jr.

Compensation Committee Interlocks and Insider Participation

In ~~2021,~~2022, the Compensation Committee consisted of Daniel M. Pope (Chair), Glenn A. Carter, and Ronnie D. Hawkins, Jr. No member of the Compensation Committee was an officer or employee of the Company. None of our executive officers served on the compensation committee or equivalent of any other entity.


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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding the compensation paid to our Named Executive Officers for all of the services they rendered to us during 2022, 2021, ~~2020,~~ and ~~2019:~~2020:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)⁽⁴⁾	Total ($)	Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)⁽⁴⁾	Total ($)
John S. Marr, Jr. Executive Chair of the Board	2021	$300,000	$—	$—	$848,886	$—	$—	$8,302	td,157,188	John S. Marr, Jr. Executive Chairperson of the Board	2022	$300,000	$—	$—	$817,425	$—	$—	$7,500	td,124,925
	2020	$300,000	$—	$—	$740,171	$—	$—	$8,389	td,048,560		2021	$300,000	$—	$—	$848,886	$—	$—	$8,302	td,157,188
	2019	$309,000	$—	td,547,100	$1,025,611	td62,650	$—	$8,590	$3,152,951		2020	$300,000	$—	$—	$740,171	$—	$—	$8,389	td,048,560
H. Lynn Moore, Jr. President and Chief Executive Officer	2021	$525,000	$—	$3,015,250	td,037,325	$—	$—	td2,430	$5,590,005	H. Lynn Moore, Jr. President and Chief Executive Officer	2022	$600,000	$—	$3,405,145	td,179,800	$—	$—	td2,217	$6,197,162
	2020	$525,000	$—	td,934,153	td,220,515	$—	$—	td2,514	$4,692,182		2021	$525,000	$—	$3,015,250	td,037,325	$—	$—	td2,430	$5,590,005
	2019	$515,000	$—	td,547,100	td,678,272	$437,750	$—	td3,008	$4,191,130		2020	$525,000	$—	td,934,153	td,220,515	$—	$—	td2,514	$4,692,182
Brian K. Miller Executive Vice President, Chief Financial Officer and Treasurer	2021	$400,000	$—	td,070,008	td,358,216	$—	$—	td2,409	$3,840,633	Brian K. Miller Executive Vice President, Chief Financial Officer and Treasurer	2022	$415,000	$—	td,040,238	td,089,900	$—	$—	td2,249	$3,557,387
	2020	$400,000	$—	td,324,499	td,480,343	$—	$—	td2,461	$3,217,303		2021	$400,000	$—	td,070,008	td,358,216	$—	$—	td2,409	$3,840,633
	2019	$394,490	$—	td,031,400	$1,118,848	$335,317	$—	td2,920	td,892,975		2020	$400,000	$—	td,324,499	td,480,343	$—	$—	td2,461	$3,217,303
Jeffrey D. Puckett Chief Operating Officer ⁽⁵⁾	2021	$300,000	$—	td,391,068	$531,969	$—	$—	$6,497	td,229,534	Jeffrey D. Puckett, Chief Operating Officer⁽⁵⁾	2022	$300,000	$—	td,336,325	$708,435	$—	$—	$6,174	td,350,934
											2021	$300,000	$—	td,391,068	$531,969	$—	$—	$6,497	td,229,534

(1)

The reported amounts represent the aggregate grant date fair value of awards of restricted stock units and performance-based restricted stock units, computed in accordance with FASB ASC Topic 718, and, for performance-based restricted stock units, assume performance at the target level for each such award.

(2)

Represents aggregate grant date fair value of awards granted and calculated in accordance with FASB ASC Topic 718. Such grants provide our executive officers the opportunity to purchase shares of Tyler common stock at some future date at the fair market value of the stock on the date of grant. For additional information on the valuation assumptions, refer to ~~note 9~~Note 12 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, ~~2021,~~2022, as filed with the SEC. This fair value does not represent cash received by the executive in the relevant year, but potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when ~~stockholders~~shareholders benefit from stock price appreciation and, as such, further align management’s interest with those of our ~~stockholders.~~shareholders.

(3)	These amounts consist of amounts earned under Tyler’s incentive compensation plan for each respective year and generally paid in the following year.

(4)	All other compensation includes amounts contributed or accrued by Tyler under our 401(k) Savings Plan and tickets to sporting events.

(5)	Mr. Puckett was added as a Named Executive Officer onin May ~~11,~~ 2021.


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Pay Versus Performance

Pay Versus Performance Table. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following additional compensation information is provided for our Chief Executive Officer as our principal executive officer (PEO) and our other Named Executive Officers (Other NEOs), in addition to total shareholder return, net income, and non-GAAP recurring revenue performance results for fiscal years 2020, 2021, and 2022.

Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽²⁾	Average Summary Compensation Table Total for Other NEOs⁽³⁾	Average Compensation Actually Paid to Other NEOs⁽⁴⁾	Value of $100 Initial Fixed Investment Based on TSR⁽⁵⁾	Value of $100 Initial Fixed Investment Based on Peer Group TSR⁽⁶⁾	Net Income	Non-GAAP Recurring Revenue⁽⁷⁾
							(In thousands)
2022	$6,197,162	$(3,366,114)	$2,344,425	$(1,734,306)	$107	$134	$164,240	$1,470,759
2021	$5,590,005	$14,936,995	$2,409,118	$6,675,726	$179	$172	$161,458	$1,261,400
2020	$4,692,182	$13,125,021	$2,132,932	$7,665,325	$146	$153	$194,820	$818,638

(1)	For the years 2022, 2021, and 2020, this is the total compensation, as depicted in the Summary Compensation Table above, for Chief Executive Officer H. Lynn Moore, Jr., our Principal Executive Officer (PEO).

(2)

Represents the amount of “compensation actually paid” to Mr. Moore, as determined in accordance with Item 402(v) of Regulation S-K. The figures presented do not reflect the actual amount of compensation earned by or paid to Mr. Moore during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Moore’s total compensation for each year to determine the “compensation actually paid”:

Adjustments to determine Compensation Actually Paid for PEO	2022	2021	2020
Total reported in Summary Compensation Table (SCT)	$6,197,162	$5,590,005	$4,692,182
Less, value of stock & option awards reported in SCT	(5,584,945)	(5,052,575)	(4,154,668)
Less, change in pension value and non-qualified deferred compensation earnings in SCT	—	—	—
Plus, pension service cost and impact of pension plan amendments	—	—	—
Plus, year-end value of awards granted in fiscal year that are unvested and outstanding	4,894,336	7,141,556	4,946,903
Plus, change in fair value of prior year awards that are outstanding and unvested	(5,684,175)	6,633,151	7,207,776
Plus, fair value of awards granted this year and that vested this year	—	—	—
Plus, change in fair value (from prior year-end) of prior year awards that vested this year	(3,188,491)	624,859	432,828
Less, prior year fair value of prior year awards that failed to vest this year	—	—	—
“Compensation Actually Paid”	$(3,366,114)	$14,936,995	$13,125,021

(3)	Represents the average of the amounts reported for the company’s named executive officers as a group (excluding Mr. Moore) in the “Total” column of the Summary Compensation Table in each applicable year: Mr. Marr, Mr. Miller, and Mr. Puckett in 2022 and 2021, and Mr. Marr and Mr. Miller in 2020.


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(4)

Represents the amount of “compensation actually paid” to the company's named executive officers as a group (excluding Mr. Moore), as determined in accordance with Item 402(v) of Regulation S-K. The figures presented do not reflect the actual amount of compensation earned by or paid to the named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to average total compensation for the named executive officers as a group (excluding Mr. Moore) for each year to determine the “compensation actually paid”:

Adjustments to determine Compensation Actually Paid for Other NEOs	2022	2021	2020
Total reported in Summary Compensation Table (SCT)	$2,344,425	$2,409,118	$2,132,932
Less, value of stock & option awards reported in SCT	(1,997,451)	(2,066,716)	(1,772,507)
Less, change in pension value and non-qualified deferred compensation earnings in SCT	—	—	—
Plus, pension service cost and impact of pension plan amendments	—	—	—
Plus, year-end value of awards granted in fiscal year that are unvested and outstanding	1,773,552	2,888,432	2,065,960
Plus, change in fair value of prior year awards that are outstanding and unvested	(2,303,705)	3,127,295	5,001,364
Plus, fair value of awards granted this year and that vested this year	—	—	—
Plus, change in fair value (from prior year-end) of prior year awards that vested this year	(1,551,127)	317,596	237,576
Less, prior year fair value of prior year awards that failed to vest this year	—	—	—
“Compensation Actually Paid”	$(1,734,306)	$6,675,726	$7,665,325

(5)	For the relevant fiscal year, represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table.

(6)

The Company’s peer group, described above under “Peer Group,” was used for the purposes of calculating peer group total shareholder return. Peer Group TSR was calculated on a market-capitalization-weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return was indicated. TSR represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table.

(7)	Non-GAAP Recurring Revenue is the company-selected financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our named executive officers to company performance for the most recently completed fiscal year.

Relationship between Pay and Performance. The graphs below illustrate the relationship between “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2020, 2021, and 2022 and Company and Peer Group TSR, Company net income, and Company non-GAAP recurring revenue.

“Compensation actually paid” (CAP), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect actual amounts paid under those awards. Fluctuations in CAP are generally due to stock price and varying levels of the projected and actual achievement of performance goals (as reflected in the significant decrease to 2022 CAP). For a discussion of how our Compensation Committee assessed our performance and our Named Executive Officers’ pay each year, refer to the “Compensation Discussion and Analysis” in this Proxy Statement and the Proxy Statements for 2020 and 2021.


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Important Financial Performance Measures. The table below provides an unranked list of the most important financial performance measures, including the Company-Selected Measure, used by the Company to link CAP for all NEOs to Company performance for 2022.

	Non-GAAP Recurring Revenue
	Non-GAAP Operating Margin
	Non-GAAP Earnings Per Share


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CEO Pay Ratio

Our CEO-to-median-employee pay ratio is calculated in accordance with Item 402(u) of the ~~SEC’'s~~SEC’s Regulation S-K. We identified the median employee by examining the annual total compensation for all of our ~~employees, excluding our CEO and international~~ employees who were employed by us on December 31, ~~2021.~~2022, excluding our Chief Executive Officer and international employees. We included all employees, whether employed on a full-time, part-time or seasonal basis. To determine the median employee, we calculated the total annual compensation for each of our ~~6,568~~6,965 domestic employees as the sum of the following amounts:

Annual base pay and commissions, if applicable

Tyler’s matching contributions to the employee's 401(k) Plan account

Calendar year cash bonus

Calendar year share-based awards (incentive or nonqualified stock options and restricted stock units)

We believe the use of these components for all employees is a consistently applied compensation measure that includes all of the compensation elements that are widely distributed throughout our organization, including retirement benefits. We calculated annual total compensation for the median employee using the same methodology we use for our Named Executive Officers as set forth in the ~~2021~~2022 Summary Compensation table included in this ~~proxy statement.~~Proxy Statement. The total annual compensation calculated for our CEO was ~~$5,590,005~~$6,197,162 and for our median employee was ~~$88,714.~~$95,889. The resulting ratio for our CEO’s pay compared with the pay of our median employee for ~~2021~~2022 is ~~63.01~~64.6 to 1.


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Grants of Plan-Based Awards in ~~2021~~2022

The following table sets forth certain information relating to grants of plan-based awards to the Named Executive Officers during ~~2021:~~2022:

		Estimated Future Payouts Under Non- Equity Incentive Plan Awards⁽¹⁾		Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾			Estimated Future Payouts Under Non- Equity Incentive Plan Awards⁽¹⁾		Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)				Name	Grant Date	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
John S. Marr, Jr.	6/1/2021						3,750	$ 402.00	$369,596	John S. Marr, Jr.	6/1/2022						3,750	$345.87	$373,217
	12/1/2021						3,750	$ 501.87	$479,290		12/1/2022						3,750	$352.23	$444,208
H. Lynn Moore, Jr.	3/1/2021			440	1,100	1,925				H. Lynn Moore, Jr.	3/1/2022			568	1,420	2,485
	3/1/2021			2,500	5,000	7,500					3/1/2022			3,250	6,500	9,750
	6/1/2021						9,000	$ 402.00	$887,030		6/1/2022						10,000	$345.87	$995,246
	12/1/2021						9,000	$ 501.87	$ 1,150,295		12/1/2022						10,000	$352.23	td,184,554
Brian K. Miller	3/1/2021			335	838	1,467				Brian K. Miller	3/1/2022			393	982	1,719
	3/1/2021			1,667	3,333	5,000					3/1/2022			1,875	3,750	5,625
	6/1/2021						6,000	$ 402.00	$591,353		6/1/2022						5,000	$345.87	$497,623
	12/1/2021						6,000	$ 501.87	$766,863		12/1/2022						5,000	$352.23	$592,277
Jeffrey D. Puckett	3/1/2021			188	471	824				Jeffrey D. Puckett	3/1/2022			241	603	1,055
	3/1/2021			1,175	2,350	2,820					3/1/2022			1,250	2,500	3,750
	6/1/2021						2,350	$ 402.00	$231,614		6/1/2022						3,250	$345.87	$323,455
	12/1/2021						2,350	$ 501.87	$300,355		12/1/2022						3,250	$352.23	$384,980

(1)	The target and maximum plan award amounts reported in these columns are derived from our ~~2021~~2022 Incentive Compensation Plan. The actual payout amounts for ~~2021~~2022 are set forth in the Non-Equity Incentive Plan Compensation column of our Summary Compensation Table.

(2)

The target and maximum plan performance-based restricted stock unit awards reported in these columns are derived from our ~~2020~~2022 Incentive Compensation Plan. The actual vested amounts for ~~2021~~2022 are set forth in the ~~2021~~2022 Equity Incentive Plan Compensation column of our Summary Compensation Table.

(3)

The options awarded on June 1, ~~2021,~~2022, and December 1, ~~2021,~~2022, for ~~Messrs.~~Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett were granted as part of Tyler’s broad-based annual stock option grants. These options will vest ratably over a three-year period beginning on the first anniversary of the grant date for each Named Executive Officer who is at least fifty years of age or older and has a tenure with the Company of at least fifteen years or more. All options have a contractual term of ten years. The option terms are the same for substantially all the options granted to employees on June 1, ~~2021,~~2022, and December 1, ~~2021;~~2022; certain key employees who are closer to retirement age may, in the discretion of our Chief Executive Officer, receive shorter vesting periods.

(4)

The aggregate grant date fair value is determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation, and does not represent cash received by the Named Executive Officers in ~~2021.~~2022. The grant date fair value represents potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when ~~stockholders~~shareholders benefit from stock price appreciation and, as such, further align management’s interest with those of our ~~stockholders.~~shareholders.


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Outstanding Equity Awards at Year-End

The following table shows outstanding equity awards for each of the Named Executive Officers at December 31, ~~2021:~~2022:

		Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not vested (#)	Market Value of Shares or Units of Stock that have not vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested⁽³⁾ ($)			Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not vested (#)	Market Value of Shares or Units of Stock that have not vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested⁽³⁾ ($)
Name	Grant Date	Exercisable	Unexercisable							Name	Grant Date	Exercisable	Unexercisable
John S. Marr, Jr.	5/9/2018					14,400	$ 7,746,480			John S. Marr, Jr.	5/9/2018					7,200	$2,321,352
	3/1/2019							7,500	$ 4,034,625		3/1/2019							7,500	$2,418,075
	6/1/2017	583	—	$ 171.44	6/1/2027						6/1/2017	583	—	171.44	6/1/2027
	12/1/2017	25,000	—	$ 181.79	12/1/2027						12/1/2017	25,000	—	181.79	12/1/2027
	2/26/2018	486	972	$ 205.66	2/26/2028						2/26/2018	89,600	22,400	205.66	2/26/2028
	2/26/2018	66,714	43,828	$ 205.66	2/26/2028						6/1/2018	11,250	—	231.68	6/1/2028
	6/1/2018	11,250	—	$ 231.68	6/1/2028						12/1/2018	11,250	—	192.76	12/1/2028
	12/1/2018	11,250	—	$ 192.76	12/1/2028						6/1/2019	6,875	—	213.35	6/1/2029
	6/1/2019	4,583	2,292	$ 213.35	6/1/2029						12/1/2019	6,875	—	290.17	12/1/2029
	12/1/2019	4,583	2,292	$ 290.17	12/1/2029						6/1/2020	2,500	1,250	375.85	6/1/2030
	6/1/2020	1,250	2,500	$ 375.85	6/1/2030						12/1/2020	2,500	1,250	432.12	12/1/2030
	12/1/2020	1,250	2,500	$ 432.12	12/1/2030						6/1/2021	1,250	2,500	402.00	6/1/2031
	6/1/2021	—	3,750	$ 402.00	6/1/2031						12/1/2021	1,250	2,500	501.87	12/1/2031
	12/1/2021	—	3,750	$ 501.87	12/1/2031						6/1/2022	—	3,750	345.87	6/1/2032
H. Lynn Moore, Jr.	5/9/2018					14,400	$ 7,746,480				12/1/2022	—	3,750	352.23	12/1/2032
	3/1/2019							7,500	$ 4,034,625	H. Lynn Moore, Jr.	5/9/2018					7,200	$2,321,352
	3/1/2020							5,000	$ 2,689,750		3/1/2020							5,000	$1,612,050
	3/1/2021							5,000	$ 2,689,750		3/1/2021							5,000	$1,612,050
	3/1/2021							1,100	$591,745		3/1/2022							6,500	$2,095,665
	6/1/2017	—	5,000	$ 171.44	6/1/2027						3/1/2022							1,420	$457,822
	12/1/2017	25,000	—	$ 181.79	12/1/2027						6/1/2017	4,417	—	171.44	6/1/2027
	2/26/2018	67,200	44,800	$ 205.66	2/26/2028						12/1/2017	25,000	—	181.79	12/1/2027
	6/1/2018	11,250	—	$ 231.68	6/1/2028						2/26/2018	89,600	22,400	205.66	2/26/2028
	12/1/2018	11,250	—	$ 192.76	12/1/2028						6/1/2018	11,250	—	231.68	6/1/2028
	6/1/2019	7,500	3,750	$ 213.35	6/1/2029						12/1/2018	11,250	—	192.76	12/1/2028
	12/1/2019	7,500	3,750	$ 290.17	12/1/2029						6/1/2019	11,250	—	213.35	6/1/2029
	6/1/2020	3,750	7,500	$ 375.85	6/1/2030						12/1/2019	11,250	—	290.17	12/1/2029
	12/1/2020	3,750	7,500	$ 432.12	12/1/2030						6/1/2020	7,500	3,750	375.85	6/1/2030
	6/1/2021	—	9,000	$ 402.00	6/1/2031						12/1/2020	7,500	3,750	432.12	12/1/2030
	12/1/2021	—	9,000	$ 501.87	12/1/2031						6/1/2021	3,000	6,000	402.00	6/1/2031
Brian K. Miller	5/9/2018					4,800	$ 2,582,160				12/1/2021	3,000	6,000	501.87	12/1/2031
	3/1/2019							5,000	$ 2,689,750		6/1/2022	—	10,000	345.87	6/1/2032
	3/1/2020							3,333	$ 1,792,987		12/1/2022	—	10,000	352.23	12/1/2032
	3/1/2021							3,333	$ 1,792,987	Brian K. Miller	5/9/2018					2,400	$773,784
	3/1/2021							838	$450,802		3/1/2020							3,333	$1,074,593
	2/26/2018	—	16,000	$ 205.66	2/26/2028						3/1/2021							3,333	$1,074,593
	6/1/2018	4,000	—	$ 231.68	6/1/2028						3/1/2022							3,750	$1,209,038
	12/1/2018	7,500	—	$ 192.76	12/1/2028						3/1/2022							982	$316,607
	6/1/2019	5,000	2,500	$ 213.35	6/1/2029						2/26/2018	8,000	8,000	205.66	2/26/2028
	12/1/2019	5,000	2,500	$ 290.17	12/1/2029						6/1/2018	4,000	—	231.68	6/1/2028
	6/1/2020	2,500	5,000	$ 375.85	6/1/2030						12/1/2018	7,500	—	192.76	12/1/2028
	12/1/2020	2,500	5,000	$ 432.12	12/1/2030						6/1/2019	7,500	—	213.35	6/1/2029
	6/1/2021	—	6,000	$ 402.00	6/1/2031						12/1/2019	7,500	—	290.17	12/1/2029
	12/1/2021	—	6,000	$ 501.87	12/1/2031						6/1/2020	5,000	2,500	375.85	6/1/2030


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		Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not vested (#)	Market Value of Shares or Units of Stock that have not vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested⁽³⁾ ($)			Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not vested (#)	Market Value of Shares or Units of Stock that have not vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested⁽³⁾ ($)
Name	Grant Date	Exercisable	Unexercisable							Name	Grant Date	Exercisable	Unexercisable
Jeffery D. Puckett	3/1/2019							1,500	$806,925		12/1/2020	5,000	2,500	432.12	12/1/2030
	3/1/2020							2,000	$ 1,075,900		6/1/2021	2,000	4,000	402.00	6/1/2031
	3/1/2021							2,350	$ 1,264,183		12/1/2021	2,000	4,000	501.87	12/1/2031
	3/1/2021							471	$253,374		6/1/2022	—	5,000	345.87	6/1/2032
	6/14/2013	555	—	$68.17							12/1/2022	—	5,000	352.23	12/1/2032
	6/14/2013	1,695	—	$68.17						Jeffery D. Puckett	3/1/2020							2,000	$644,820
	12/13/2013	43	—	$ 100.43							3/1/2021							2,350	$757,664
	12/13/2013	2,207	—	$ 100.43							3/1/2022							2,500	$806,025
	6/13/2014	451	—	$81.21							3/1/2022							603	$194,413
	6/13/2014	1,799	—	$81.21							12/15/2014	2,250	—	108.81	12/15/2024
	12/15/2014	450	—	$ 108.81							6/1/2015	2,250	—	121.05	6/1/2025
	12/15/2014	1,800	—	$ 108.81							12/1/2015	6,250	—	176.80	12/1/2025
	6/1/2015	569	—	$ 121.05							6/1/2016	8,500	—	154.85	6/1/2026
	6/1/2015	1,681	—	$ 121.05							12/1/2016	8,500	—	143.42	12/1/2026
	12/1/2015	257	—	$ 176.80							6/1/2017	5,000	—	171.44	6/1/2027
	12/1/2015	5,993	—	$ 176.80							12/1/2017	5,000	—	181.79	12/1/2027
	6/1/2016	645	—	$ 154.85							6/1/2018	2,500	—	231.68	6/1/2028
	6/1/2016	7,855	—	$ 154.85							12/1/2018	2,500	—	192.76	12/1/2028
	12/1/2016	8,500	—	$ 143.42							6/1/2019	2,500	—	213.35	6/1/2029
	6/1/2017	5,000	—	$ 171.44							12/1/2019	2,500	—	290.17	12/1/2029
	12/1/2017	5,000	—	$ 181.79							6/1/2020	1,666	834	375.85	6/1/2030
	6/1/2018	2,500	—	$ 231.68							12/1/2020	1,666	834	432.12	12/1/2030
	12/1/2018	2,500	—	$ 192.76							6/1/2021	783	1,567	402.00	6/1/2031
	6/1/2019	—	468	$ 213.35							12/1/2021	783	1,567	501.87	12/1/2031
	6/1/2019	1,666	366	$ 213.35							6/1/2022	—	3,250	345.87	6/1/2032
	12/1/2019	1,666	834	$ 290.17							12/1/2022	—	3,250	352.23	12/1/2032
	6/1/2020	—	266	$ 375.85
	6/1/2020	833	1,401	$ 375.85
	12/1/2020	833	1,667	$ 432.12
	6/1/2021	—	248	$ 402.00
	6/1/2021	—	2,102	$ 402.00
	12/1/2021	—	2,350	$ 501.87

(1)

Stock options expire on the tenth anniversary of the date of grant. ~~Stock options granted in 2011 and 2012 vest and become exercisable ratably on the third, fourth, fifth, and sixth anniversaries of the date of grant.~~ All ~~other~~ stock options vest ratably over a five-year period beginning on the first anniversary of the grant date. Beginning in 2016, stock options granted to persons who are at least fifty years of age and have a tenure with the Company of at least 15 years vest ratably over a three-year period beginning on the first anniversary of the grant date, and stock options granted to others vest over a five-year period beginning on the first anniversary of the grant date. Stock options granted on February 26, 2018, vest and become exercisable ratably on the first, second, third, fourth, and fifth anniversaries of the date of grant date.

(2)

Value based on ~~$537.95,~~$322.41, which was the closings market price of our common stock on December 31, ~~2021.~~2022. The restricted stock units vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of the employment agreement. Vesting of restricted stock awards is subject to continued status as an eligible person (as defined in the 2018 Stock Incentive Plan).

(3)

Value based on ~~$537.95,~~$322.41, which was the closings market price of our common stock on December 31, ~~2021.~~2022. The performance-based restricted stock units cliff vest at the end of a three-year performance period. The performance measure used to determine the number of restricted stock units vested at the end of the three-year performance period is average three-year revenue growth over that period adjusted to exclude material acquisitions completed during the performance period.


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Option Exercises and Stock Vested

The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as all stock awards vested and the value realized upon vesting by our NEOs during the year ended December 31, ~~2021:~~2022:

	Option Awards		Stock Awards			Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
John S. Marr, Jr.	119,417	$42,803,309	14,700	$6,797,082	John S. Marr, Jr.	—	$—	16,200	$6,949,764
H. Lynn Moore, Jr.	70,250	$24,020,301	15,493	$7,164,574	H. Lynn Moore, Jr.	583	$107,103	17,671	$7,579,734
Brian K. Miller	27,500	$8,141,323	8,004	$3,704,150	Brian K. Miller	—	$—	9,520	$4,081,019
Jeffrey D. Puckett	3,000	$1,478,668	1,805	$836,473	Jeffrey D. Puckett	6,750	$2,111,482	2,430	$1,040,672

Potential Payments ~~under~~Under Employment Agreements

Consistent with the terms of their respective employment agreements, as discussed above, ~~Messrs.~~Mr. Marr, Mr. Moore, Mr. Miller, and ~~Miller~~Mr. Puckett would have been eligible to receive the payments set forth in the table below had their employment been terminated on December 31, ~~2021,~~2022, including if a change in control had occurred during ~~2021. Mr. Puckett does not have an employment agreement and is not eligible to receive any such payments.~~2022.

	Termination Without Cause				Upon a Change in Control					Termination Without Cause				Upon a Change in Control⁽¹⁾
Name	Lump Sum Severance and Non- Compete Payment	Continuation of Health Care Benefit	Accelerated Vesting of Stock Options	Accelerated Vesting of Restricted Stock Units	Lump Sum Severance and Non- Compete Payment	Continuation of Health Care Benefit	Accelerated Vesting of Stock Options	Accelerated Vesting of Restricted Stock Units	Name	Lump Sum Severance and Non -Compete Payment	Continuation of Health Care Benefit	Accelerated Vesting of Stock Options	Accelerated Vesting of Restricted Stock Units	Lump Sum Severance and Non- Compete Payment	Continuation of Health Care Benefit	Accelerated Vesting of Stock Options	Accelerated Vesting of Restricted Stock Units
John S. Marr, Jr.	$600,000	$ 17,071	$3,096,503	$1,978,659	$600,000	$ 17,071	$3,096,503	$1,978,659	John S. Marr, Jr.	$600,000	$17,863	$1,591,309	$255,820	$600,000	$17,863	$1,591,309	$255,820
H. Lynn Moore, Jr.	$1,050,000	$ 17,071	$5,243,560	$4,308,230	$1,050,000	$ 17,071	$5,243,560	$4,308,230	H. Lynn Moore, Jr.	$1,200,000	$17,863	$3,821,814	$3,249,996	$1,200,000	$17,863	$3,821,814	$3,249,996
Brian K. Miller	$800,000	$ 13,075	$2,901,668	$2,240,677	$800,000	$ 13,075	$2,901,668	$2,240,677	Brian K. Miller	$830,000	$13,673	$2,145,851	$1,903,522	$830,000	$13,673	$2,145,851	$1,903,522
Jeffrey D. Puckett	$—	$—	$817,223	$1,069,270	$—	$—	$ —	$ —	Jeffrey D. Puckett	$555,000	$8,193	$1,024,007	$1,232,088	$555,000	$8,193	$1,024,007	$1,232,088

(1)	Payments would only be made upon the occurrence of a change in control if, additionally, the NEO’s employment was terminated for “good reason” or without cause within 12 months following the occurrence of a change in control transaction.


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OTHER HELPFUL INFORMATION

Reminder: Shareholders are being asked to vote on the following matters at the 2023 Annual Meeting.

Proposal One

Election of Directors

Majority of votes cast

FOR

No effect

Proposal Two

Advisory Approval of Our Executive Compensation

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

No effect

Proposal Three

Ratification of Our Independent Auditors for Fiscal Year 2023

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

Discretionary vote

Proposal Four

Advisory Resolution on the Frequency of Shareholder Voting on Our Executive Compensation

Majority of shares present in person or represented by proxy

1 YEAR

Counted as “AGAINST”

No effect

Voting your shares. Your shares will be voted at the annual meeting as you direct using one of the methods provided. No proxy can vote for more than eight nominees for director. If you return a proxy but fail to indicate how you wish your shares to be voted, then your shares will be voted in favor of each of the nominees for director.

Voting by internet: Go to www.proxyvote.com to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. The availability of internet voting for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive.

Voting by phone: Call 1-800-690-6903 using a touch-tone phone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. The availability of voting by phone for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive.

Voting by mail: Complete, sign and date the proxy card and return it in the prepaid envelope. If you are a ~~stockholder~~shareholder of record and you return your signed proxy card without indicating your voting preferences, the persons named in the proxy card will vote FOR Proposal One, FOR Proposal Two, FOR Proposal Three, ~~FOR~~and 1 YEAR for Proposal ~~Four, FOR Proposal Five, and FOR Proposal Six.~~Four.

You may also vote in person at the Annual Meeting by following the instructions provided below.

Meeting Date and Time:Thursday, May ~~12, 2022,~~11, 2023, at 9:00 a.m., Central Time

Place:~~www.virtualshareholdermeeting.com/TYL2022~~
www.virtualshareholdermeeting.com/TYL2023

Record Date:March ~~18, 2022~~17, 2023

On March ~~18, 2022,~~17, 2023, we had ~~41,431,247~~41,895,333 shares of common stock issued and outstanding. Each ~~stockholder~~shareholder will be entitled to one vote, in person or by proxy, for each share of common stock held in their name.

Meeting quorum. A majority of our shares of common stock must be present, either in person or by proxy, to constitute a quorum for action at the annual meeting.

How to access the meeting: Visit ~~www.virtualshareholdermeeting.com/TYL2022~~www.virtualshareholdermeeting.com/TYL2023 and enter the 16-digit control number found on the proxy card, voting instruction form, or notice of internet availability of proxy materials previously received. We encourage ~~stockholders~~shareholders to log in to the website and access the webcast before the meeting’s start time.


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Voting and questions during the meeting: ~~Stockholders~~Shareholders who enter their 16-digit control number may vote and ask questions during the Annual Meeting by following the instructions available on the meeting website. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares or participate during the meeting.

Abstentions and broker non-votes.Abstentions and broker non-votes are counted for purposes of determining a ~~quorum.~~quorum and otherwise as shares present in person or represented by proxy. Abstentions ~~are counted in tabulating the votes cast on any proposal but are not counted as votes either for or against a proposal. Broker~~and broker non-votes are not counted as votes cast for purposes of determining whether a proposal requiring a majority of votes cast has been approved. Withholding authority to vote with respect any director nominee for Proposal One will also not be counted as a vote cast for that director nominee.

Shares held in “street name.” If your shares are held in “street name” (the name of a broker, bank, or other nominee), you have the right to direct your broker, bank, or nominee how to vote. If you do not provide voting instructions, under New York Stock Exchange rules, your broker, bank, or nominee may only vote your shares on “discretionary” items. Proposals One (election of directors), Two ~~(amendments to Articles~~(advisory vote on executive compensation, and Four (advisory vote on frequency of ~~Incorporation) and Three (advisory~~a shareholder vote on executive compensation) are “non-discretionary” items. Your broker, bank, or nominee may not vote your shares on these items in the absence of voting instructions, which will result in “broker non-votes” with respect to your shares. Proposal ~~Six~~Three (ratification of independent auditors) is considered a discretionary item and may be voted in the absence of instructions.

Revoking your proxy.After you sign and return your proxy, you may revoke it prior to the meeting either by (1) filing a written notice of revocation at our corporate headquarters, (2) attending the annual meeting and voting your shares in person, or (3) delivering to us another duly executed proxy that is dated after the initial proxy.

Proxy expenses.We will bear the expense of preparing, printing, and mailing the proxy solicitation material and the proxy.

Proxy solicitation.In addition to use of the mail, we may solicit proxies by personal interview or telephone by our directors, officers, and employees. We may also engage the services of a proxy solicitation firm to assist us in the ~~solicitation~~

solicitation.


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~~and distribution~~Distribution of proxies for the Annual Meeting. We estimate that the fee if any such firm will not exceed $25,000, plus reimbursement of reasonable out-of-pocket expenses. Arrangements may also be made with brokerage houses and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to record ~~stockholders,~~shareholders, and we may reimburse them for their reasonable out-of-pocket expenses.

Multiple ~~stockholders~~shareholders sharing the same address.If you and other residents at your mailing address own shares of common stock in street name, your broker or bank may have sent you a notice that your household will receive only one Annual Report and proxy statement. This practice is known as “householding,” and is designed to reduce our printing and postage costs. However, if any ~~stockholder~~shareholder residing at such an address wishes to receive a separate Annual Report or ~~proxy statement,~~Proxy Statement, they may telephone the Investor Relations Department at ~~972-713-3714~~972-713-3770 or write to it at Tyler Technologies, Inc., 5101 Tennyson Parkway, Plano, Texas 75024, and a separate copy will be promptly delivered.


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SHAREHOLDER PROPOSALS

Any proposal that a shareholder desires to present at the 2024 annual meeting must be received by us at our corporate headquarters no earlier than January 12, 2024, and no later than February 12, 2024.

				By Order of the Board of Directors,

				ABIGAIL DIAZ Chief Legal Officer Corporate Secretary

Plano, Texas

April 6, 2023


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~~STOCKHOLDER PROPOSALS~~

Any proposal that a stockholder desires to present at the 2023 annual meeting must be received by us at our corporate headquarters no earlier than January 12, 2023, and no later than February 13, 2023.

				~~By Order of the Board of Directors,~~

				~~ABIGAIL DIAZ~~ ~~Chief Legal Officer~~ ~~Corporate Secretary~~

~~Plano, Texas~~

~~April 7, 2022~~


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~~Appendix A~~

~~TYLER TECHNOLOGIES, INC.~~

~~Proposed Amendments to~~

~~Restated Certificate of Incorporation (As Amended)~~

~~Article Eighth of the Restated Certificate Corporation, as amended, shall be amended and restated in its entirety as follows:~~

~~EIGHTH.~~

~~SECTION 1.~~ ~~Mergers, Share Exchanges and Other Transactions.~~

A.~~Evaluation of Relevant Factors.~~ It shall be a proper corporate purpose, reasonably calculated to benefit stockholders, for the Board of Directors to base the response of the Corporation to any “Acquisition Proposal” on the evaluation by the Board of Directors of what response is in the best interests of the Corporation, and for the Board of Directors, in evaluating what response is in the best interests of the Corporation, to consider: (i) the best interests of the stockholders; for this purpose, the Board of Directors shall consider, among other factors, not only the consideration being offered in the Acquisition Proposal, in relation to the market price, but also in relation to the value of the Corporation in a freely negotiated transaction and in relation to the estimate by the Board of Directors of the future value of the Corporation as an independent entity; and (ii) such other factors as the Board of Directors determines to be relevant, including, among other factors, the social, legal and economic effects upon the Corporation’s employees, suppliers, customers and business and the communities in which the Corporation operates. For purposes of this Section 1, “Acquisition Proposal” means any proposal of any person or entity (a) for a tender offer or exchange offer for any equity security of the Corporation, (b) to merge or consolidate the Corporation with another corporation, or (c) to purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation.

B. ~~Stockholder Approval.~~ ~~A merger or share exchange of the Corporation (other than a parent-subsidiary merger not~~ ~~requiring a vote of the Corporation’s stockholders under Delaware law), a sale of substantially all of the Corporation’s assets,~~ ~~or the liquidation or dissolution of the Corporation must be approved by the affirmative vote of the holders of not less than~~ ~~a majority of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in~~ ~~the election of directors, voting together as a single class.~~

~~SECTION 2.~~ ~~Stockholders’Special~~ ~~Meetings~~~~. Meetingsof Stockholders.~~ ~~Except as otherwise required by law and~~ ~~subject to the rights of the holders of any series of Preferred Stock, special meetings of the~~ ~~stockholders of the Corporation~~ ~~may/shall~~ ~~be called only by: (i)~~ ~~the Chief Executive Officer or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors; or (ii) the Secretary of the Corporation, following receipt of one or more written~~ ~~requests to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 20% of~~ ~~the voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before~~ ~~the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be~~ ~~set forth in the By-Laws.~~

~~SECTION 3.~~ ~~Stockholder Actions.~~ ~~Stockholders may only take action at a meeting of stockholders duly called by or~~ ~~under the authority of the Chief Executive Officer or the Board of Directors of the Corporation. No action that is required or~~ ~~permitted to be taken at any meeting of stockholders of the Corporation may be taken by the written consent of stockholders.~~

~~SECTION 3.~~ ~~Stockholder Action by Written Consent.~~ ~~Except as provided in the certificate of designation for any series~~ ~~of preferred stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken~~ ~~without a meeting by the written consent of the stockholders of the Corporation, but only if such action is taken in accordance~~ ~~with the provisions of this Article Eighth, Section 3 and the Corporation’s By-laws. The record date for determining~~ ~~stockholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the Board of~~ ~~Directors or as otherwise established under this Article Eighth, Section 3 and the Corporation’s by-laws. Any person other than~~ ~~the Corporation seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall,~~ ~~by written notice addressed and delivered to the secretary of the Corporation and signed by holders of record of at least twenty~~ ~~percent (20%) of the voting power of the outstanding capital stock of the Corporation entitled to express consent on the~~ ~~relevant action, request that a record date be fixed for such purpose in the form and in the manner prescribed in the~~ ~~Corporation’s By-laws.~~


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~~Appendix B~~

~~BYLAWS~~

~~TYLER TECHNOLOGIES, INC.~~

~~(as of May [ ],~~ ~~2022~~)

~~ARTICLE I~~

~~OFFICES~~

~~Section 1.~~ ~~Registered Office~~. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware or at the office of the person or entity then acting as the corporation’s registered agent in the State of Delaware. The registered office and/or agent may be changed from time to time by resolution of the Board of Directors.

~~Section 2.~~ ~~Other Offices. The corporation may also have other offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.~~

~~ARTICLE II~~

~~MEETINGS OF STOCKHOLDERS~~

~~Section 1.~~ ~~Annual Meetings~~. The annual meeting of stockholders for the election of directors and the conduct of such other business as may properly come before the meeting in accordance with these Bylaws shall be held at such time and place as the Board of Directors designates and as stated in the notice of the meeting.

~~Section 2.~~ ~~Special Meetings~~. ~~Special meetings of the stockholders may be called for any purpose(s) at any time by the~~ ~~Chairman of the Board or by order of the Board of Directors, and shall be called by the Chairman of the Board, Chief~~ ~~Executive Officer, or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the~~ ~~purpose(s) of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the~~ ~~purposes stated in the notice.~~

~~(a) Except as otherwise required by law, the certificate of incorporation of the corporation (the “Certificate of~~ ~~Incorporation”) and subject to the rights of the holders of any series of Preferred Stock, special meetings of the~~ ~~stockholders of the Corporation shall be called only by: (a) the Chief Executive Officer or by the Board of Directors~~ ~~pursuant to a resolution approved by a majority of the entire Board of Directors; or (b) the Secretary of the Corporation,~~ ~~pursuant to the terms of these Bylaws and the Certificate of Incorporation, following receipt of one or more written~~ ~~requests to call a special meeting (a “Special Meeting Request”) of the stockholders from stockholders of record who~~ ~~own, in the aggregate, at least 20% of the voting power of the outstanding shares of the Corporation (the “Special~~ ~~Meeting Requisite Percentage”) then entitled to vote on the matter or matters to be brought before the proposed special~~ ~~meeting who have complied in full with the requirements set forth in these Bylaws.~~

~~(b) No stockholder may submit a Special Meeting Request unless a stockholder of record has first submitted a~~ ~~request in writing that the Board of Directors fix a record date (a “Meeting Request Record Date”) for the purpose of~~ ~~determining stockholders entitled to submit a Special Meeting Request, which request shall be in proper form and~~ ~~delivered to the Secretary at the principal executive offices of the corporation. To be in proper form, such request shall~~ ~~(i) bear the signature and the date of signature by the stockholder of record submitting such request and (ii) include all~~ ~~information required to be set forth in a notice under paragraph (c) of Article III, Section 4, in connection with the~~ ~~nomination of directors, and paragraph (b) of Article II, Section 7, in connection with the any other matters. Within~~ ~~ten (10) days after the corporation receives a request to fix a Meeting Request Record Date in compliance with this~~ ~~Article II, Section 2, the Board of Directors shall adopt a resolution fixing a Meeting Request Record Date for the purpose~~ ~~of determining the stockholders entitled to submit a Special Meeting Request, which date shall not precede the date upon~~ ~~which the resolution fixing the Meeting Request Record Date is adopted by the Board of Directors. Notwithstanding~~ ~~anything to the contrary in this Article II, Section 2, no Meeting Request Record Date shall be fixed if the Board of~~ ~~Directors determines that any Special Meeting Request that would be submitted following such Meeting Request Record~~ ~~Date could not comply with the requirements set forth in this Article II, Section 2.~~

~~(c) Any such Special Meeting Request shall be delivered to, or mailed and received by, the Secretary at the~~ ~~principal executive offices of the corporation not later than sixty (60) days after the Meeting Request Record Date. A~~ ~~Special Meeting Request shall be signed and dated by each stockholder of record (or a duly authorized agent of such~~ ~~stockholder) requesting the special meeting, shall comply with this Article II, Section 2 and Article III, Section 4, in~~ ~~connection with nominations of persons for election to the Board of Directors, or Article II, Section 7, in connection with~~ ~~any other business to be presented to stockholders, as applicable, and shall include: (a) a statement of the specific purpose~~


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~~or purposes of the special meeting, (b) all information set forth for a notice under Article III, Section 4 or Article II,~~ ~~Section 7, as the case may be, (c) an acknowledgement by the stockholder of record making the Special Meeting Request~~ ~~and any Stockholder Associated Person (as defined below) (collectively, the “Meeting Requesting Stockholders”) that a~~ ~~disposition of shares of the corporation’s capital stock owned of record or beneficially as of the date on which the Special~~ ~~Meeting Request in respect of such shares is delivered to the Secretary that is made at any time prior to the special~~ ~~meeting shall constitute a revocation of such Special Meeting Request with respect to such disposed shares, and~~ ~~(d) documentary evidence that the Meeting Requesting Stockholders own the Special Meeting Requisite Percentage as~~ ~~of the date of such Special Meeting Request;~~ ~~provided, however, that if any stockholder of record making the Special~~ ~~Meeting Request is not the beneficial owner of the shares representing the Special Meeting Requisite Percentage, then~~ ~~to be valid, the Special Meeting Request must also include documentary evidence that the beneficial owners on whose~~ ~~behalf the Special Meeting Request is made beneficially own the Special Meeting Requisite Percentage as of the date on~~ ~~which such Special Meeting Request is delivered to the Secretary. In addition, the Meeting Requesting Stockholders shall~~ ~~promptly provide any other information reasonably requested by the corporation in connection with the Special Meeting~~ ~~Request.~~

~~(d) Notwithstanding the foregoing provisions of this Article II, Section 2, the Board of Directors shall not set a~~ ~~Meeting Request Record Date and a special meeting requested by stockholders shall not be held if (a) the request for a~~ ~~Meeting Request Record Date or the Special Meeting Request does not comply with this Article II, Section 2, (b) the~~ ~~request for a Meeting Request Record Date or the Special Meeting Request relates to an item of business that is not a~~ ~~proper subject for stockholder action under applicable law, (c) the Special Meeting Request includes an item of business~~ ~~that did not appear in the written request for the Meeting Request Record Date, (d) the request for a Meeting Request~~ ~~Record Date or the Special Meeting Request is received by the corporation during the period commencing ninety (90)~~ ~~days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the~~ ~~next annual meeting, (e) an annual or special meeting of stockholders that included an identical or substantially similar~~ ~~item of business (“Similar Business”) was held not more than one hundred twenty (120) days before the request for a~~ ~~Meeting Request Record Date or a Special Meeting Request was received by the Secretary, (f) the Board of Directors~~ ~~has called or calls for an annual or special meeting of stockholders to be held within ninety (90) days after the request~~ ~~for a Meeting Request Record Date or the Special Meeting Request is received by the Secretary and the business to be~~ ~~conducted at such meeting includes the Similar Business, or (g) the request for a Meeting Request Record Date or the~~ ~~Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or~~ ~~other applicable law. For purposes of this Article II, Section 2, the nomination, election or removal of directors shall be~~ ~~deemed to be Similar Business with respect to all items of business involving the nomination, election or removal of~~ ~~directors, changing the size of the Board of Directors and filling of vacancies and/or newly created directorships resulting~~ ~~from any increase in the authorized number of directors. The Board of Directors shall determine in good faith whether~~ ~~the requirements set forth in this Article II, Section 2 have been satisfied.~~

~~(e) In determining whether a Special Meeting Request has been made by the record holders of shares representing~~ ~~in the aggregate at least the Special Meeting Requisite Percentage, multiple Special Meeting Requests delivered to the~~ ~~Secretary will be considered together only if (a) each Special Meeting Request identifies the same purpose or purposes~~ ~~of the special meeting and the same matters proposed to be acted on at the special meeting (in each case as determined~~ ~~in good faith by the Board of Directors), and (b) such Special Meeting Requests have been dated and delivered to the~~ ~~Secretary within sixty (60) days of the earliest dated Special Meeting Request. A Meeting Requesting Stockholder may~~ ~~revoke a Special Meeting Request at any time by written revocation delivered to the Secretary and if, following such~~ ~~revocation, there are outstanding requests from Meeting Requesting Stockholders that have not been revoked holding less~~ ~~than the Special Meeting Requisite Percentage, the Board of Directors may, in its discretion, cancel the special meeting.~~ ~~If none of the Meeting Requesting Stockholders appears or sends a duly authorized agent to present the business to be~~ ~~presented for consideration that was specified in the Special Meeting Request, the corporation need not present such~~ ~~business for a vote at such special meeting.~~

~~Section 3.~~ ~~Notice~~. Written notice of an annual or special meeting, stating the place, date, and hour of the meeting and the purpose(s) for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the meeting. All such notices shall be deemed delivered, either: (a) personally; (b) by mail, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her, or its address as the same appears on the records of the corporation; or (c) by a form of electronic transmission, including electronic mail, in the manner provided in and to the extent permitted by the General Corporation Law of the State of Delaware (the “~~Delaware General Corporation Law~~”). Any previously scheduled annual meeting of the stockholders may be postponed, and any previously scheduled special meeting of the stockholders may be postponed or cancelled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.


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The Board of Directors, acting in its sole discretion, may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication, and may establish guidelines and procedures in accordance with applicable provisions of the Delaware General Corporation Law and any other applicable law or regulation for stockholder and proxyholder participation in a stockholder meeting by means of remote communication.

~~Section 4.~~ ~~Quorum~~. The holders of stock having a majority of the voting power of the stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders. If a quorum is not present, the chairman of the meeting or the holders of a majority of the voting shares present in person or represented by proxy at the meeting and entitled to vote at the meeting may adjourn the meeting to another time and/or place from time to time. When a quorum is once present to commence a meeting of stockholders, it shall not be broken by the subsequent withdrawal of the stockholders or their proxies.

~~Section 5.~~ ~~Adjourned Meetings~~. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any such adjourned meeting at which a quorum shall be present or represented, the corporation may transact any business which might have been transacted at the original meeting. Notwithstanding the foregoing, if the adjournment is for more than thirty (30) days or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in these Bylaws.

~~Section 6.~~ ~~Order of Business. The order of business at any meeting of stockholders shall be determined by the Chairman of the Board.~~

~~Section 7.~~ ~~New Business at Annual Meetings~~.

(a) At an annual meeting of stockholders, only such new business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the annual meeting. For any new business proposed by the Board of Directors to be properly brought before the annual meeting, such new business shall be approved by the Board of Directors and all business so approved shall be considered at the annual meeting.

(b) Any stockholder may make any other proposal at the annual meeting, but unless properly brought before the annual meeting, such proposal shall not be acted upon at the annual meeting. For a proposal to be properly brought before an annual meeting by a stockholder (other than the nominations of persons to be elected to the Board of Directors), it must constitute a proper matter for stockholder action and the stockholder must have given proper and timely notice thereof. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by the Secretary at the principal executive offices of the corporation not earlier than 5:00PM Central Time on the one hundred and twentieth (120^th~~) day nor later than 5:00PM Central Time on the ninetieth (90~~^th~~) day (provided that if such ninetieth (90~~^th) day occurs on a date that is not a day that the principal executive offices of the corporation are open, then the notice must be delivered or received no later than 5:00PM Central Time on the immediately preceding day such offices are open); ~~provided, however,~~ that in the event that the date of the annual meeting of stockholders is advanced more than thirty (30) days prior to such anniversary date or delayed more than seventy (70) days after such anniversary date, or if no annual meeting of stockholders was held in the preceding year, then to be timely such notice must be received at the principal executive offices of the corporation no earlier than 5:00PM Central Time on the one hundred twentieth (120^th~~) day prior to such annual meeting and no later than 5:00PM Central Time on the later of (x) the ninetieth (90~~^th~~) day prior to such annual meeting of stockholders or (y) the tenth (10~~^th~~) day following the day on which public announcement of the date of such annual meeting of stockholders is first made by the corporation (provided that if such ninetieth (90~~^th~~) day or tenth (10~~^th) day, as applicable, occurs on a date that that is not a day that the principal executive offices of the corporation are open, then the notice must be delivered or received no later than 5:00PM Central Time on the immediately preceding day such offices are open). In no event shall the adjournment, recess or postponement of an annual meeting of stockholders (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

~~A stockholder’s notice required pursuant to this~~ ~~Article II~~, ~~Section 7~~ ~~shall set forth with respect to the stockholder giving notice:~~

~~(i) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any other stockholders known by such stockholder to be supporting such proposal;~~

(ii) the class and number of shares of stock that are held of record, beneficially owned, and represented by proxy on the date of such stockholder notice and on the record date of the meeting (if such date shall have been publicly made available) by the stockholder, the dates such shares were acquired and the investment intent of such acquisition;

~~(iii) the name of each nominee holder for securities of the corporation owned beneficially but not of record by such person, and any pledge by such person for any of such securities;~~


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(iv) a complete and accurate description of any agreement, arrangement or understanding, written or oral, (I) between or among such stockholder and any Stockholder Associated Person or (II) between or among such stockholder, any of the Stockholder Associated Persons and any other person or entity (including their names), in each case in connection with the other business, including, without limitation (x) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or Stockholder Associated Person has the right to vote any shares of capital stock of the corporation, (y) that the stockholder or any of the Stockholder Associated Persons may have reached with any stockholder of the corporation (including the name of such stockholder) with respect to how such stockholder will vote its shares in the corporation at any meeting of the corporation’s stockholders or take other action in support of any such nomination or other business, or other action to be taken by such stockholder or any of the Stockholder Associated Persons, and (z) any other agreements that would be required to be disclosed by such stockholder, any Stockholder Associated Person or any other person or entity pursuant to Item 5 or Item 6 of a Schedule 13D in connection with such nomination or other business that would be filed pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder (regardless of whether the requirement to file a Schedule 13D is applicable to such stockholder ,any Stockholder Associated Person or any other person or entity);

(v) a description of any agreement, arrangement or understanding, written or oral, including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares or similar rights with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of capital stock of the corporation or with a value derived in whole or in part from the value of any class or series of capital stock of the corporation (a “~~Derivative Instrument~~”), that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, Stockholder Associated Person or any such nominee with respect to the corporation’s securities and any other information about such Derivative Instrument that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, if such Derivative Instruments were treated the same as securities of the corporation under such requirements;

~~(vi) any rights to dividends on the shares of the capital stock of the corporation owned beneficially by such person;~~

(vii) any proportionate interest in shares of capital stock of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or similar entity in which such person (I) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner or (II) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

(viii) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the corporation), by security holdings or otherwise, of such person, in the corporation or any affiliate thereof, other than an interest arising from the ownership of securities of the corporation where such person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(ix) a complete and accurate description of any performance-related fees (other than an asset-based fee) to which such person may be entitled as a result of any increase or decrease in the value of shares of the capital stock of the corporation or any Derivative Instruments;

(x) the investment strategy or objective, if any, of such stockholder giving notice and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(xi) a complete and accurate description of any pending or, to such person’s knowledge, threatened, legal proceeding in which such person is a party or participant involving the corporation or any publicly-disclosed officer, affiliate or associate of the corporation;

(xii) whether and the extent to which any agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of such person with respect to any shares of the capital stock of the corporation, without regard to whether such transaction is required to be reported on a Schedule 13D under the Exchange Act;


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(xiii) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for such business, or is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder;

(xiv) a representation that the stockholder giving notice is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and an acknowledgment that, if such stockholder (or a qualified representative of such stockholder) does not appear to present such nomination or business at the meeting, the corporation need not present such nomination or business for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation; and

(xv) a representation as to whether such stockholder giving notice or any Stockholder Associated Person intends to, or is part of a group that intends to, (A) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal.

~~(c) A proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made~~ ~~only in accordance with this Article II, Section 2.~~

~~(d) A stockholder giving notice of any business to be considered at a meeting of stockholders shall further update in writing any notice provided pursuant to~~ ~~Article II, Section 2 and~~ ~~this~~ ~~Article II~~, ~~Section 7, as applicable~~, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (i) as of the record date for determining the stockholders entitled to receive notice of the meeting and (ii) as of the date that is ten (10) days prior to the meeting (or any postponement, adjournment or recess thereof), and such update shall be received by the Secretary at the principal executive offices of the corporation (x) not later than five (5) days after the record date for determining the stockholders entitled to receive notice of such meeting.

(e~~)If any information submitted pursuant to~~ ~~Article II, Section 2 or~~ ~~this~~ ~~Article II~~, ~~Section 7~~ is inaccurate in any respect, such information may be deemed not to have been provided in accordance with these Bylaws. The stockholder providing the notice shall notify the Secretary in writing at the principal executive offices of the corporation of any inaccuracy or change in any such information within two (2) days of becoming aware of such inaccuracy or change. Upon written request by the Secretary or the Board of Directors (or a duly authorized committee thereof), any such stockholder shall provide, within seven (7) days of delivery of such request (or such other period as may be specified in such request), (i) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the corporation, to demonstrate the accuracy of any information submitted by the stockholder and (ii) a written update of any information (including written confirmation by such stockholder that it continues to intend to bring such nomination or business before ~~the~~or ~~meeting~~ ~~or by written consent~~) submitted by the stockholder as of an earlier date. If the stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with ~~thisArticle II, Section 2 andArticle II~~, ~~Section 7, as applicable.~~

~~(f) For purposes of this~~ ~~Article II~~, ~~Section 7~~, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

~~(g) Without limiting the foregoing provisions of~~ ~~Article II, Section 2 and~~ ~~this~~ ~~Article II~~, ~~Section~~ 7~~, as the case may~~ be~~, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act, and the rules and regulations thereunder, with respect to the matters set forth in~~ ~~thisArticle II, Section 2 andArticle II~~, ~~Section~~ 7.~~, as the~~ ~~case may be.~~ ~~Notwithstanding anything to the contrary herein, nothing in this~~ ~~Article II~~, ~~Section 7or Article II, Section~~ ~~2, as the case may be,~~ is intended to and shall be deemed to affect any rights of stockholders to submit a proposal to the corporation in compliance with Rule 14a-8 promulgated under the Exchange Act for inclusion in a proxy statement that has been prepared by the corporation to solicit proxies for the meeting of stockholders.

(h) The Board of Directors may reject any stockholder proposal not made strictly in accordance with these Bylaws. Alternatively, if the Board of Directors fails to consider the validity of any stockholder proposal, the presiding officer of the annual meeting ~~or special meeting~~ shall, if the facts warrant, determine and declare at the annual meeting that the stockholder proposal was not made in strict accordance with these Bylaws and, if he or she should so determine, he or she shall so declare at the annual meeting ~~or special meeting, and any such business or proposal not properly brought~~


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before the annual meeting shall not be acted upon at the annual meeting. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at such annual meeting unless in compliance with these Bylaws.

~~Section 8.~~ ~~Stock Records~~. It shall be the duty of the Secretary or other officer of the corporation who shall have charge of its stock ledger, either directly or through another officer of the corporation designated by him or her, or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders of record entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where the meeting is to be held. The stock ledger shall constitute the only evidence as to who are the stockholders entitled to examine the stock ledger, such list, or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

~~ARTICLE IIA~~

~~VOTING AT MEETINGS OF STOCKHOLDERS~~

~~Section 1.~~ ~~Voting Rights~~. Except as otherwise provided by the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder on the applicable record date as provided in these Bylaws. Shares of its own stock belonging to the corporation shall not be entitled to vote.

~~Section 2.~~ ~~Proxies~~. Each stockholder entitled to vote at a meeting of stockholders may authorize another person(s) to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy specifically provides for a longer period. Each proxy shall be in writing executed by the stockholder giving the proxy or by his or her duly authorized attorney. Each proxy shall be revocable, unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law. At each meeting of the stockholders, and before any voting commences, all proxies shall be submitted to and examined by the Secretary or a person designated by the Secretary of the corporation or the secretary of the meeting, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

~~Section 3.~~ ~~Voting by Stockholders on Matters Other Than the Election of Directors~~. With respect to any matters as to which no other voting requirement is specified by the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws, the affirmative vote required for stockholder action shall be that of a majority of the shares present in person or represented by proxy (as counted for purposes of determining the existence of a quorum) and entitled to vote at a meeting of stockholders at which a quorum is present.

~~Section 4.~~ ~~Voting by Stockholders in the Election of Directors~~. Each director to be elected by the stockholders shall be elected by a majority of the votes cast at any meeting held for the purpose of the election of directors at which a quorum is present, subject to the following provisions:

~~(a)~~ ~~Resignation of Incumbent Director Who Fails to Receive a Majority Vote~~: In any non-contested election of directors, any director nominee who is an incumbent director who receives a greater number of votes “withheld” from his or her election (or “against” or “no” votes) than votes “for” such election shall immediately tender his or her resignation to the Board of Directors, which resignation shall be irrevocable. Thereafter, the Board of Directors shall decide, through a process managed by the Nominating and Governance Committee (and excluding the nominee in question from all Board of Directors and Committee deliberations), whether to accept such resignation within ninety (90) days of the date of such resignation. Absent a “compelling reason” for the director to remain on the Board of Directors (as determined by the Board of Directors), the Board of Directors shall accept the resignation from the director. To the extent that the Board of Directors determines that there is a “compelling reason” for the director to remain on the Board of Directors and does not accept the resignation, the Board of Directors’ explanation of its decision shall be disclosed promptly in a Current Report on Form 8-K filed with the SEC.

~~(b)~~ ~~Definition of “Compelling Reason”: For purposes of this~~ ~~Article IIA~~, ~~Section 4~~, a “compelling reason” shall be determined by the Board of Directors (excluding the nominee in question from all Board of Directors and Committee deliberations) and could include, by way of example and without limitation, situations in which a director nominee was the target of a “vote no” or “withhold” campaign on what the Board of Directors believes to be an illegitimate or inappropriate basis or if the resignation would cause the corporation to be in violation of its constituent documents or regulatory requirements.


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~~(c)~~ ~~Consequences of the Board of Directors’ Acceptance or Non-Acceptance of a Director’s Resignation~~: If such incumbent director’s resignation is accepted by the Board of Directors, then such director shall immediately cease to be a member of the Board of Directors upon the date of action taken by the Board of Directors to accept such resignation. If the incumbent director’s resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting, or until his or her subsequent resignation.

~~(d)~~ ~~Failure of a Non-Incumbent Director to Win Election~~: If any nominee for director who is not an incumbent fails in a non-contested election to receive a majority vote for his or her election at any meeting for the purpose of the election of directors at which a quorum is present, such candidate shall not be elected and shall not take office.

~~(e)~~ ~~Filling Vacancies: If an incumbent director’s resignation is accepted by the Board of Directors pursuant to this~~ ~~Article IIA~~, ~~Section 4~~, or if a non-incumbent nominee for director is not elected, the Board of Directors may fill any resulting vacancy or may decrease the size of the Board of Directors pursuant to the provisions of these Bylaws.

~~(f)~~ ~~Majority Vote Defined: For purposes of this~~ ~~Article IIA~~, ~~Section 4~~, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the total number of votes cast with respect to that director’s election. Votes “cast” shall include votes to withhold authority and votes “against” and “no” votes, but shall exclude abstentions with respect to a director’s election or with respect to the election of directors in general.

~~(g)~~ ~~Vote Standard in Contested Elections: Notwithstanding anything to the contrary contained in this~~ ~~Article IIA~~, ~~Section 4~~, in the event of a contested election, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary: (i) as of the close of the applicable notice of nomination period set forth in ~~Article III~~, ~~Section 4~~, based on whether one or more notice(s) of nomination were timely filed in accordance with these Bylaws; or (ii) if later, reasonably promptly following the determination by any court or other tribunal of competent jurisdiction that one or more notice(s) of nomination were timely filed in accordance with these Bylaws; ~~provided~~, ~~however~~, that the determination that an election is a contested election by the Secretary pursuant to clause (i) or (ii) shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. If, prior to the time the corporation mails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn (or declared invalid or untimely by any court or other tribunal of competent jurisdiction) such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election; in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast.

~~Section 5.~~ ~~Inspector of Votes. The chairman of the meeting may appoint up to two~~ ~~(2)inspectors of votes to act at each meeting of stockholders~~, unless the Board of Directors previously made such appointments. Each inspector of votes shall first subscribe an oath or affirmation faithfully to execute the duties of an inspector of votes at a meeting with strict impartiality and according to the best of his or her ability. Such inspector of votes, if any, shall take charge of the ballots, if any, at the meeting, and after the balloting on any question, shall count the ballots cast and shall make a report to the secretary of the meeting of the results. An inspector of ballots need not be a stockholder of the corporation, and any officer of the corporation may be an inspector of votes on any question other than a vote for or against his or her election to any position with the corporation or on any other question in which he or she may be directly interested.

~~Section 6. Action by Written Consent~~

~~(a) Except as otherwise required by law, the Certificate of Incorporation, and subject to the rights of the holders~~ ~~of any series of Preferred Stock, any action required or permitted to be taken by stockholders at any annual or special~~ ~~meeting of stockholders may effected by a consent in writing by stockholders as provided by, and subject to the~~ ~~limitations in, the Certificate of Incorporation and this Article II, Section 6.~~

~~(b) A request by a stockholder for a record date in accordance with Article Eighth, Section 3 of the Certificate of~~ ~~Incorporation (a “Written Consent Record Date Request) must be delivered to the Secretary at the principal executive~~ ~~offices of the corporation in proper form by the holders of record of at least twenty-five percent (20%) (the “Written~~ ~~Consent Requisite Percentage”) of the voting power of the outstanding capital stock of the corporation entitled to express~~ ~~consent on the relevant action presented in such Written Consent Record Date Request. To be in proper form, such~~ ~~Written Consent Record Date Request must describe the action that the stockholder proposes to take by consent (the~~ ~~“Action”) and must contain (i) the text of the proposal (including the text of any resolutions to be effected by consent),~~ ~~(ii) include all information required to be set forth in a notice under paragraph (c) of Article III, Section 4, in connection~~ ~~with the nomination of directors and paragraph (b) of Article II, Section 7, in connection with the any other matters, to~~ ~~the extent applicable, as though the stockholders making the Written Consent Record Date Request were making a~~ ~~Special Meeting Request in furtherance of the Action, (iii) an acknowledgment by the stockholders making the Written~~


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~~Consent Record Date Request and Stockholder Associated Persons, if any, on whose behalf the Written Consent Record~~ ~~Date Request is being made that a disposition of shares of the corporation’s capital stock, owned of record or beneficially~~ ~~as of the date on which the Written Consent Record Date Request in respect of such shares is delivered to the Secretary,~~ ~~that is made at any time prior to the delivery of the first written consent with respect to the Action shall constitute a~~ ~~revocation of such Written Consent Record Date Request with respect to such disposed shares, (iv) a statement that the~~ ~~stockholder intends to solicit consents in accordance with Regulation 14A of the Exchange Act, without reliance on the~~ ~~exemption contained in Rule 14a-2(b)(2) of the Exchange Act, and (v) documentary evidence that the stockholders~~ ~~making the Written Consent Record Date Request own the Written Consent Requisite Percentage as of the date that the~~ ~~Written Consent Record Date Request is delivered to the Secretary;~~ ~~provided, however, that if the stockholders making~~ ~~the Written Consent Record Date Request are not the beneficial owners of the shares representing the Written Consent~~ ~~Requisite Percentage, then to be valid, the Written Consent Record Date Request must also include documentary evidence~~ ~~that the beneficial owners on whose behalf the request is made beneficially own the Requisite Percentage as of the date~~ ~~on which such Written Consent Record Date Request is delivered to the Secretary. In addition, the requesting~~ ~~stockholders and Stockholder Associated Persons, if any, on whose behalf the request is being made shall promptly~~ ~~provide any other information reasonably requested by the corporation in connection with the Written Consent Record~~ ~~Date Request.~~

~~(c) Within ten (10) days after the corporation receives a Written Consent Record Date Request, the Board of~~ ~~Directors shall determine the validity of the request and whether such request relates to an action that may be taken by~~ ~~written consent pursuant to this Article II, Section 6 and the Certificate of Incorporation and, if appropriate, adopt a~~ ~~resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten (10) days~~ ~~after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede~~ ~~the date such resolution is adopted. If no record date has been fixed by the Board of Directors within ten (10) business~~ ~~days following the Corporation’s receipt of the Written Consent Record Date Request to fix a record date for such~~ ~~purpose, the record date shall be the day on which the first signed written consent is delivered to the Corporation in the~~ ~~manner set forth in this Article II, Section 6; except that, if prior action by the Board of Directors is required under the~~ ~~provisions of Delaware General Corporation Law and the Board of Directors determines to take such prior action, the~~ ~~record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such~~ ~~prior action, and except that no record date shall be set for any action that is not a proper subject for action by written~~ ~~consent pursuant this Article II, Section 6, the Certificate of Incorporation or Delaware General Corporation Law.~~

~~(d) In determining whether a record date has been requested by stockholders of record representing in the~~ ~~aggregate at least the Written Consent Requisite Percentage, multiple requests delivered to the Secretary will be~~ ~~considered together only if (i) each identifies substantially the same proposed action and includes substantially the same~~ ~~text of the proposal (in each case as determined in good faith by the Board of Directors), and (ii) such requests have been~~ ~~dated and delivered to the Secretary within sixty (60) days of the earliest dated request. Any stockholder may revoke a~~ ~~request with respect to his or her shares at any time by written revocation delivered to the Secretary.~~

~~(e) The Board of Directors shall not be obligated to set a record date for an action by written consent if (i) the~~ ~~Written Consent Record Date Request does not comply with this Article II, Section 6 and the Certificate of Incorporation,~~ ~~(ii) such action is not a proper subject for stockholder action under applicable law, (iii) the request for a record date for~~ ~~such action is received by the Corporation during the period commencing ninety (90) days prior to the first anniversary~~ ~~of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iv) an annual~~ ~~or special meeting of stockholders that included an item of business substantially the same as or substantially similar to~~ ~~such action (“Similar Item”) was held not more than one hundred twenty (120) days before such request for a record~~ ~~date was received by the secretary of the Corporation, (v) a Similar Item is to be included in the Corporation’s notice as~~ ~~an item of business to be brought before a meeting of the stockholders that is to be called within forty (40) days after~~ ~~the Written Consent Record Date Request is received and held as soon as practicable thereafter, or (vi) such Written~~ ~~Consent Record Date Request or any solicitation of consents to such action was made in a manner that involved a~~ ~~violation of Regulation 14A under the Exchange Act or other applicable law. For purposes of this Article II, Section 6,~~ ~~the nomination, election or removal of directors shall be deemed to be a Similar Item with respect to all actions involving~~ ~~the nomination, election or removal of directors, changing the size of the Board of Directors and filling of vacancies~~ ~~and/or newly created directorships resulting from any increase in the authorized number of directors. The Board of~~ ~~Directors shall determine in good faith whether the requirements set forth in this set under the provisions of this Article~~ ~~II, Section 6.~~

~~(f) Stockholders may take action by written consent pursuant to this Article II, Section 6 and the Certificate of~~ ~~Incorporation only if consents are solicited pursuant to a consent solicitation conducted pursuant to Regulation 14A of~~ ~~the Exchange Act, without reliance upon the exemption contained in Rule 14a-2(b)(2) of the Exchange Act.~~


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~~(g) Every written consent purporting to take or authorize the taking of corporate action (each such written consent~~ ~~is referred to as a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent~~ ~~shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated~~ ~~Consent delivered in the manner required by Article II, Section 6 and not later than one hundred twenty (120) days after~~ ~~the record date, Consents signed by a sufficient number of stockholders to take such action are so delivered to the~~ ~~Corporation.~~

~~(h) No Consents may be delivered to the Corporation until fifty (50) days after the record date. Consents must be~~ ~~delivered to the Secretary at the principal executive offices of the corporation. Delivery must be made by hand or by~~ ~~certified or registered mail, return receipt requested.~~

~~ARTICLE III~~

~~BOARD OF DIRECTORS~~

~~Section 1.~~ ~~General Powers~~. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which shall have and may exercise all powers of the corporation and take all lawful acts as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised or taken by the stockholders.

~~Section 2.~~ ~~Number, Qualification, and Term of Office. The number of directors that shall constitute the Board of Directors shall be established from time to time by a vote of a majority of the entire Board of Directors;~~ ~~provided, however,~~ ~~that the number of directors shall be no fewer than three (3) and no more than fifteen (15). Except as provided in~~ ~~Article III~~, ~~Section~~ 6, the Board of Directors shall be elected at the annual meeting of the stockholders by written ballot and each director elected shall hold office until the next annual meeting of stockholders or until a successor is duly elected and qualified or until his or her earlier resignation or removal as hereinafter provided.

~~Section 3.~~ ~~Resignation~~. Any director may resign at any time upon written notice to the corporation. Such written resignation shall take effect at the time specified therein, and if no time is specified, immediately upon receipt by the corporation. Unless otherwise specified in the notice, acceptance of a resignation shall not be necessary to make it effective.

~~Section 4.~~ ~~Nominations~~.

~~(a) Only persons nominated in accordance with this~~ ~~Article III~~, ~~Section 4~~ ~~or as provided in~~ ~~Article III~~, ~~Section 5, shall be eligible for election to the Board of Directors.~~

(b) If a person is to be elected to the Board of Directors because of an existing vacancy, nomination shall be made only by the entire Board of Directors or the Nominating and Governance Committee. The entire Board of Directors or the Nominating and Governance Committee shall also make nominations for the directors to be elected by the stockholders of the corporation at an annual meeting of the stockholders as provided in these Bylaws.

(c) Nominations of individuals for election to the Board of Directors at an annual meeting of stockholders may be made by any stockholder of the corporation entitled to vote for the election of directors at that meeting who complies with the procedures set forth in this ~~Article III~~, ~~Section 4~~. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by the Secretary at the principal executive offices of the corporation not earlier than 5:00PM Central Time on the one hundred and twentieth (120^th~~) day nor later than 5:00PM Central Time on the ninetieth (90~~^th~~) day (provided that if such ninetieth (90~~^th) day occurs on a date that is not a day that the principal executive offices of the corporation are open, then the notice must be delivered or received no later than 5:00PM Central Time on the immediately preceding day such offices are open); ~~provided, however,~~ that in the event that the date of the annual meeting of stockholders is advanced more than thirty (30) days prior to such anniversary date or delayed more than seventy (70) days after such anniversary date, or if no annual meeting of stockholders was held in the preceding year, then to be timely such notice must be received at the principal executive offices of the corporation no earlier than 5:00PM Central Time on the one hundred twentieth (120^th~~) day prior to such annual meeting and no later than 5:00PM Central Time on the later of (x) the ninetieth (90~~^th~~) day prior to such annual meeting of stockholders or (y) the tenth (10~~^th~~) day following the day on which public announcement of the date of such annual meeting of stockholders is first made by the corporation (provided that if such ninetieth (90~~^th~~) day or tenth (10~~^th) day, as applicable, occurs on a date that that is not a day that the principal executive offices of the corporation are open, then the notice must be delivered or received no later than 5:00PM Central Time on the immediately preceding day such offices are open). In no event shall the adjournment, recess or postponement of an annual meeting of stockholders (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.


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~~A stockholder’s notice required pursuant to this~~ ~~Article III~~, ~~Section 4~~ ~~shall set forth:~~

~~(i) as to each person (each a “proposed nominee”) whom the stockholder proposes to nominate for election or re-election to the Board of Directors:~~

~~(A) the name, age, business address and residential address of such proposed nominee;~~

(B) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitations of proxies for election of directors in a contested election pursuant to the Exchange Act;

(C) a written questionnaire with respect to the background and qualifications of such proposed nominee, completed by such proposed nominee in the form required by the corporation (which form such stockholder must request in writing from the Secretary prior to submitting any notice, and which the Secretary shall provide to such stockholder within ten (10) days of receiving such request);

(D) a completed written representation and agreement in the form required by the corporation (which form such stockholder must request in writing from the Secretary prior to submitting any notice and which the Secretary shall provide to such stockholder within ten (10) days of receiving such request) signed by the proposed nominee stating that such proposed nominee: (I) is not and will not become party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected to the Board of Directors of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected to the Board of Directors of the of the corporation, with such proposed nominee’s fiduciary duties under applicable law; (II) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action on the Board of Directors of the corporation that has not been disclosed to the corporation; (III) if elected to the Board of Directors of the corporation, will comply with applicable rules of the exchange upon which the corporation’s shares of capital stock trade, the Certificate of Incorporation, these Bylaws, and all of the corporation’s corporate governance, business conduct, ethics, conflict of interest, confidentiality or other policies and guidelines generally applicable to the Board of Directors of the corporation and applicable fiduciary duties under state law, and currently would be in compliance with any such policies and guidelines that have been publicly disclosed; (IV) consents to being named in the proxy statement for the meeting as a nominee to the Board of Directors and to serving a full term as a member of the Board of Directors of the corporation if elected; and (V) will provide facts, statements and other information in all communications with the corporation and its stockholders that are or will be true and correct in all material respects, and that do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(E) a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and any Stockholder Associated Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

~~(ii) as to the stockholder giving notice:~~

~~(A) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any other stockholders known by such stockholder to be supporting such proposal;~~

(B) the class and number of shares of stock that are held of record, beneficially owned, and represented by proxy on the date of such stockholder notice and on the record date of the meeting (if such date shall have been publicly made available) by the stockholder, the dates such shares were acquired and the investment intent of such acquisition;

~~(C) the name of each nominee holder for securities of the corporation owned beneficially but not of record by such person, and any pledge by such person for any of such securities;~~


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(D) a complete and accurate description of any agreement, arrangement or understanding, written or oral, (I) between or among such stockholder and any Stockholder Associated Person or (II) between or among such stockholder, any of the Stockholder Associated Persons and any other person or entity (including their names), in each case in connection with the proposal of such nomination, including, without limitation (x) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or Stockholder Associated Person has the right to vote any shares of capital stock of the corporation, (y) that the stockholder or any of the Stockholder Associated Persons may have reached with any stockholder of the corporation (including the name of such stockholder) with respect to how such stockholder will vote its shares in the corporation at any meeting of the corporation’s stockholders or take other action in support of any such nomination or other business, or other action to be taken by such stockholder or any of the Stockholder Associated Persons, and (z) any other agreements that would be required to be disclosed by such stockholder, any Stockholder Associated Person or any other person or entity pursuant to Item 5 or Item 6 of a Schedule 13D in connection with such nomination or other business that would be filed pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder (regardless of whether the requirement to file a Schedule 13D is applicable to such stockholder, any proposed nominee, any Stockholder Associated Person or any other person or entity);

(E) a description of any Derivative Instrument that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, Stockholder Associated Person or any such nominee with respect to the corporation’s securities and any other information about such Derivative Instrument that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, if such Derivative Instruments were treated the same as securities of the corporation under such requirements;

~~(F) any rights to dividends on the shares of the capital stock of the corporation owned beneficially by such person;~~

(G) any proportionate interest in shares of capital stock of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or similar entity in which such person (I) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner or (II) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

(H) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the corporation), by security holdings or otherwise, of such person, in the corporation or any affiliate thereof, other than an interest arising from the ownership of securities of the corporation where such person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(I) a complete and accurate description of any performance-related fees (other than an asset-based fee) to which such person may be entitled as a result of any increase or decrease in the value of shares of the capital stock of the corporation or any Derivative Instruments;

(J) the investment strategy or objective, if any, of such stockholder giving notice and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(K) a complete and accurate description of any pending or, to such person’s knowledge, threatened, legal proceeding in which such person is a party or participant involving the corporation or any publicly-disclosed officer, affiliate or associate of the corporation;

(L) whether and the extent to which any agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of such person with respect to any shares of the capital stock of the corporation, without regard to whether such transaction is required to be reported on a Schedule 13D under the Exchange Act; and


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(M) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the contested election of any proposed nominee, or is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.

(iii) a representation that the stockholder giving notice is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and an acknowledgment that, if such stockholder (or a qualified representative of such stockholder) does not appear to present such nomination or business at the meeting, the corporation need not present such nomination for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation; and

(iv) a representation as to whether such stockholder giving notice or any Stockholder Associated Person intends to, or is part of a group that intends to, (A) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the corporation’s outstanding capital stock required to elect each such nominee and/or (B) otherwise to solicit proxies from stockholders in support of such nomination.

In addition to the information required above, the corporation may require the stockholder giving notice to furnish such other information as the corporation may reasonably require to determine the eligibility of a proposed nominee to serve on the Board of Directors of the corporation or that could be material to a reasonable stockholder’s understanding of the independence of such proposed nominee, under the listing standards of each exchange upon which the capital stock or securities of the corporation are listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of members of the Board of Directors of the corporation, including those applicable to any member of the Board of Directors’ service on any of the committees of the Board of Directors, or the requirements of any other laws or regulations applicable to the corporation. If requested by the corporation, the supplemental information required under this paragraph shall be provided by such stockholder within ten (10) days after it has been requested by the corporation.

~~(d) Nominations of persons for election to the Board of Directors of the corporation at a special meeting of stockholders may be made by stockholders only~~ ~~(i) in accordance with Article II, Section 2 or (ii)~~ ~~if the election of directors is included as business to be brought before a special meeting~~ ~~called for by the Board of Directors as provided~~ ~~for in Article II, Section 2,in the corporation’s notice of meeting (or supplement thereto) and if the stockholder is a stockholder of record at the time of giving of notice provided for in this paragraph (d) of~~ ~~Article III~~, ~~Section 4~~ ~~through the date of such special meeting, who shall be entitled to vote at the special meeting and who complies with the notice procedures set forth in this~~ ~~Article III~~, ~~Section 4. For nominations to be properly brought pursuant to paragraph (d) of this~~ ~~Article III~~, ~~Section 4~~ by a stockholder before a special meeting of stockholders, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice in connection with a special meeting shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation (i) not earlier than 5:00PM Central Time on the one hundred twentieth (120^th~~) day prior to the date of the special meeting nor (ii) later than 5:00PM Central Time on the later of (x) the ninetieth (90~~^th~~) day prior to the date of the special meeting or (y) the tenth (10~~^th) day following the day on which public announcement of the date of the special meeting was first made (provided that if such ninetieth (90th) day or tenth (10th) day, as applicable, occurs on a date that that is not a day that the principal executive offices of the corporation are open, then the notice must be delivered or received no later than 5:00PM Central Time on the immediately preceding day such offices are open). In no event shall the adjournment, recess or postponement of a special meeting of stockholders (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth all information required to be set forth in a notice for the nomination of member of the Board of Directors of the corporation as set forth under paragraph(d) of this ~~Article III~~, ~~Section 4~~ ~~and shall otherwise comply with all applicable requirements of this~~ ~~Article III~~, ~~Section 4~~.

~~(e) A stockholder giving notice of any nomination at a meeting of stockholders shall further update in writing any notice provided pursuant to~~ ~~Article II, Section 2 and~~ ~~this~~ ~~Article III~~, ~~Section 4~~, as applicable, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (i) as of the record date for determining the stockholders entitled to receive notice of the meeting and (ii) as of the date that is ten (10) days prior to the meeting (or any postponement, adjournment or recess thereof), and such update shall be received by the Secretary at the principal executive offices of the corporation (x) not later than five (5) days after the record date for determining the stockholders entitled to receive notice of such meeting.

~~(f) If any information submitted pursuant to~~ ~~Article II, Section 2 or~~ ~~this~~ ~~Article III~~, ~~Section 4~~ is inaccurate in any respect, such information may be deemed not to have been provided in accordance with these Bylaws. The stockholder providing the notice shall notify the Secretary in writing at the principal executive offices of the corporation of any inaccuracy or change in any such information within two (2) days of becoming aware of such inaccuracy or change. Upon


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written request by the Secretary or the Board of Directors (or a duly authorized committee thereof), any such stockholder shall provide, within seven (7) days of delivery of such request (or such other period as may be specified in such request), (i) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the corporation, to demonstrate the accuracy of any information submitted by the stockholder and (ii) a written update of any information (including written confirmation by such stockholder that it continues to intend to bring such nomination or business before the meeting ~~or by written consent~~) submitted by the stockholder as of an earlier date. If the stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with ~~thisArticle II, Section II and/orArticle III~~, ~~Section 4, as applicable.~~

~~(g) No person shall be eligible to be nominated by a stockholder to serve on the Board of Directors of the corporation unless nominated in accordance with the procedures set forth in this~~ ~~Article III~~, ~~Section~~ ~~4 or~~ ~~Article III~~, ~~Section 5~~. The number of nominees a stockholder may nominate for election at a meeting may not exceed the size of the Board of Directors on the date the notice is first given, except as otherwise provided under ~~Article III~~, ~~Section 5~~.

~~(h) The Board of Directors may reject any nomination by a stockholder not made in strict compliance with the terms of this~~ ~~Article III~~, ~~Section 4~~. Alternatively, if the Board of Directors fails to consider the validity of any nominations by a stockholder, the presiding officer of the annual meeting or special meeting, as the case may be, shall, if the facts warrant, determine and declare at the annual meeting or special meeting, as the case may be, that a nomination was not made in strict accordance with these Bylaws, and, if he or she should so determine, he or she shall so declare at the annual meeting or special meeting, as the case may be, and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this ~~Article III~~, ~~Section~~ 4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting or special meeting of stockholders of the corporation to present a nomination, such nomination shall be disregarded, and no vote shall be taken with respect to such nomination, notwithstanding that proxies in respect of such vote may have been received by the corporation.

~~(i) For purposes of this~~ ~~Article III~~, ~~Section~~ 4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(j) At the request of the Board of Directors, any person nominated by the Board of Directors shall furnish to the Secretary the information that is required to be set forth in a stockholder’s notice of nomination under this ~~Article III~~, ~~Section 4~~ ~~that pertains to the nominee.~~

~~(k) Without limiting the foregoing provisions of~~ ~~Article II, Section 2 or~~ ~~this~~ ~~Article III~~, ~~Section~~ 4~~, as the case may~~ be~~, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act, and the rules and regulations thereunder, with respect to the matters set forth in~~ ~~thisArticle~~ ~~III~~II~~, Section~~ 4.~~2 and Article III, Section 4, as~~ ~~the case may be.~~ ~~Notwithstanding anything to the contrary herein, nothing in~~ ~~thisArticle II, Section 2 orArticle III~~, ~~Section~~ 4~~, as the case may be,~~ is intended to and shall be deemed to affect any rights of stockholders to submit a proposal to the corporation in compliance with Rule 14a-8 promulgated under the Exchange Act for inclusion in a proxy statement that has been prepared by the corporation to solicit proxies for the meeting of stockholders.

(l) As used in these Bylaws, “Stockholder Associated Person” shall mean (i) any person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act (or any successor provision at law)) with or otherwise acting in concert with such stockholder providing notice, (ii) any beneficial owner of shares of stock of the corporation owned of record by such stockholder (other than a stockholder that is a depositary), (iii) any affiliate or associate of such stockholder or such Stockholder Associated Person, (iv) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A, or any successor instructions) with such stockholder or other Stockholder Associated Person in respect of any proposals or nominations, as applicable, and (v) a proposed nominee.

~~Section 5.~~ ~~Proxy Access~~.

~~(a)~~ ~~Proxy Access Right~~.

(i) Subject to the terms and conditions of these Bylaws, the corporation shall include in its proxy materials for an annual meeting of stockholders the name of, and the other Required Information (as defined in paragraph (a)(ii) of this ~~Article III~~, ~~Section 5~~ ~~with respect to any Stockholder Nominee (as defined in paragraph (d)(i) of this~~ ~~Article III~~, ~~Section 5) nominated by an Eligible Stockholder (as defined in paragraph (b)(i) of this~~ ~~Article III~~, ~~Section~~ 5~~) for election or reelection to the Board of Directors at such annual meeting of stockholders in accordance with this~~ ~~Article III~~, ~~Section 5~~.


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(ii) “Required Information” means (A) the information set forth in the Schedule 14N provided with the Stockholder Notice (as defined in Section 5(e)(i) below) concerning each Stockholder Nominee that the corporation determines is required to be disclosed in the corporation’s proxy materials by the applicable requirements of the Exchange Act and the rules and regulations thereunder, and (B) if the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or, in the case of a group of Eligible Stockholders, a single written Statement of the group), not to exceed 500 words, which may not include charts, graphs or other non-verbal images other than a current photograph of the Stockholder Nominee (the “Statement”), in support of each Stockholder Nominee, which must be provided at the same time as the Stockholder Notice for inclusion in the corporation’s proxy materials for the annual meeting of stockholders.

~~(iii) This~~ ~~Article III~~, ~~Section 5~~ ~~shall be the exclusive method for stockholders to include nominees for director election in the corporation’s proxy materials.~~

~~(b)~~ ~~Eligible Stockholders~~.

(i) “Eligible Stockholder” means one or more stockholders or beneficial owners that (A) expressly elect at the time of the delivery of the Stockholder Notice to have a Stockholder Nominee included in the corporation’s proxy materials, (B)) Own and have Owned (as defined in paragraph (c) of this ~~Article III~~, ~~Section 5~~) continuously for at least three (3) years as of the date of the Stockholder Notice, a number of shares that represents at least three percent (3%) of the outstanding shares entitled to vote in the election of directors as of the date of the Stockholder Notice (the “Required Shares”), and (C) satisfy such additional requirements as are set forth in these Bylaws, including paragraphs (b)(ii) and (b)(iii) of this ~~Article III~~, ~~Section 5~~.

(ii) For purposes of determining qualification as an Eligible Stockholder, the outstanding shares Owned by one or more stockholders and beneficial owners that each stockholder and/or beneficial owner has Owned continuously for at least three (3) years as of the date of the Stockholder Notice may be aggregated; provided that the number of stockholders and beneficial owners whose Ownership of shares is aggregated for such purpose shall not exceed twenty (20) and that any and all requirements and obligations for an Eligible Stockholder set forth in this ~~Article III~~, ~~Section 5~~ ~~are satisfied by each such stockholder and beneficial owner (except as noted with respect to aggregation) or as otherwise provided in this~~ ~~Article III~~, ~~Section 5~~.

(iii) For purposes of determining qualification as an Eligible Stockholder, two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by a single employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one (1) stockholder or beneficial owner.

(iv) No shares may be attributed to more than one (1) group constituting an Eligible Stockholder and no stockholder or beneficial owner, alone or together with any of its affiliates, may be a member of more than one (1) group constituting an Eligible Stockholder under this ~~Article III~~, ~~Section 5~~.

~~(c)~~ ~~Ownership Requirements~~.

(i) A stockholder or beneficial owner shall be deemed to “Own” only those outstanding shares as to which such person possesses both (A) the full voting and investment power and rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) above shall not include any shares (1) sold by such person or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (2) borrowed by such person or any of its affiliates for any purposes or purchased by such person or any of its affiliates pursuant to an agreement to resell, or (3) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such person or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares, in any such case which instrument or agreement has, or is intended to have, or if exercised would have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such person’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree any gain or loss arising from the full economic ownership of such shares by such person or its affiliate.

(ii) A stockholder or beneficial owner shall be deemed to “Own” shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.

(iii) A stockholder or beneficial owner’s Ownership of shares shall be deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney, or other instrument or arrangement.


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(iv) A stockholder or beneficial owner’s Ownership of shares shall be deemed to continue during any period in which the person has loaned such shares provided that the person has the power to recall such loaned shares on not more than five (5) business days’ notice, the person promptly recalls the loaned shares upon delivery of the Shareholder Notice, and the person holds the recalled shares through such annual meeting.

~~(v) The terms “Owned,” “Owning,” “Ownership” and other variations of the word “Own,” when used with respect to a stockholder or beneficial owner, shall have correlative meanings.~~

~~(d)~~ ~~Stockholder Nominees~~.

~~(i) “Stockholder Nominee” means any nominee for election or reelection to the Board of Directors who satisfies the eligibility requirements in this~~ ~~Article III~~, ~~Section 5, and who is identified in a timely and proper Stockholder Notice.~~

~~(ii) The maximum number of Stockholder Nominees that may be included in the corporation’s proxy materials pursuant to this~~ ~~Article III~~, ~~Section 5~~ ~~shall not exceed the greater of two or twenty percent (20%) of the number of directors in office as of the last day on which a Stockholder Notice may be delivered pursuant to this~~ ~~Article III~~, ~~Section 5~~ with respect to the annual meeting of stockholders, or if such calculation does not result in a whole number, the closest whole number (rounding down) below twenty percent (20%); provided, however, that this maximum number of Stockholder Nominees shall be reduced by (A) any Stockholder Nominee whose name was submitted for inclusion in the corporation’s proxy materials pursuant to this ~~Article III~~, ~~Section 5~~ but either is subsequently withdrawn or that the Board of Directors decides to nominate as a Board nominee, (B) any director candidate who had been a Stockholder Nominee at any of the preceding two (2) annual meetings of stockholders and whose reelection at the upcoming annual meeting of stockholders is being recommended by the Board of Directors, (C) any director candidate for which the corporation shall have received one or more valid shareholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to ~~Article III~~, ~~Section 4~~, other than any such director referred to in this clause (C) who at the time of such annual meeting will have served as director continuously, as a nominee of the Board of Directors, for at least two (2) annual terms, but only to the extent the maximum number after such reduction with respect to this clause (C) equals or exceeds one (1), and (D) any director candidate who will be included in the corporation’s proxy materials with respect to such annual meeting as an unopposed (by the corporation) nominee pursuant to any agreement, arrangement or other understanding with any stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of shares of capital stock of the corporation, by such stockholder or group of stockholders, from the corporation), other than any such director referred to in this clause (D) who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least (2) annual terms, but only to the extent the maximum number after such reduction with respect to this clause (D) equals or exceeds one (1).

(iii) In the event that one or more vacancies for any reason occurs after the date of the Stockholder Notice but before the annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Stockholder Nominees shall be calculated based on the number of directors in office as so reduced.

~~(iv) In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this~~ ~~Article III~~, ~~Section 5~~ exceeds this maximum number, the corporation shall determine which Stockholder Nominees shall be included in the corporation’s proxy materials in accordance with the following provisions: each Eligible Stockholder (or in the case of a group, each group constituting an Eligible Stockholder) will select one (1) Stockholder Nominee for inclusion in the corporation’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the corporation each Eligible Stockholder disclosed as Owned in its respective Stockholder Notice submitted to the corporation. If the maximum number is not reached after each Eligible Stockholder (or in the case of a group, each group constituting an Eligible Stockholder) has selected one (1) Stockholder Nominee, this selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached.

~~(v) Following the determination of which Stockholder Nominees shall be included in the corporation’s proxy materials, if any Stockholder Nominee who satisfies the eligibility requirements in this~~ ~~Article III~~, ~~Section 5~~ is thereafter nominated by the Board of Directors, thereafter is not included in the corporation’s proxy materials or thereafter is not submitted for director election for any reason (including the Eligible Stockholder’s or Stockholder Nominee’s failure to comply with this ~~Article III~~, ~~Section 5), no other nominee or nominees shall be included in the corporation’s proxy materials or otherwise submitted for director election in substitution thereof.~~

~~(vi) Any Stockholder Nominee who is included in the corporation’s proxy materials for a particular annual meeting of stockholders will be ineligible to be a Stockholder Nominee pursuant to this~~ ~~Article III~~, ~~Section 5~~ ~~for the~~


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next two (2) annual meetings of stockholders if such Stockholder Nominee either (A) withdraws from or becomes ineligible or unavailable for election at the annual meeting of stockholders for any reason, including for the failure to comply with any provision of these Bylaws, provided that in no event shall any such withdrawal, ineligibility or unavailability commence a new time period (or extend any time period) for the giving of a Stockholder Notice or (B) does not receive a number of votes cast in favor of his or her election at least equal to twenty-five percent (25%) of the shares present in person or represented by proxy and entitled to vote in the election of directors.

~~(vii) Notwithstanding anything to the contrary contained in this~~ ~~Article III~~, ~~Section 5~~, the corporation may disregard the nomination of a Stockholder Nominee (and may, if the determination is made prior to the mailing of the proxy materials, omit from its proxy materials such Stockholder Nominee), and no vote on such Stockholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been received by the corporation or that such Stockholder Nominee may have been included in the proxy materials, up to and until the certification of the voting results of that annual meeting of stockholders, if:

(A) the Eligible Stockholder (or any member of any group of stockholders that together is such Eligible Stockholder) or Stockholder Nominee breaches any of its respective agreements, representations, or warranties set forth in the Stockholder Notice (or otherwise submitted pursuant to this ~~Article III~~, ~~Section 5), any of the information in the Stockholder Notice (or otherwise submitted pursuant to this~~ ~~Article III~~, ~~Section 5) was not, when provided, true, correct and complete, or the requirements of this~~ ~~Article III~~, ~~Section 5~~ ~~or the Bylaws have otherwise not been met;~~

(B) the Stockholder Nominee (1) is not independent for purposes of membership on the Board of Directors or the audit committee, compensation committee, and nominating and governance committee of the Board of Directors under the listing standards of the principal U.S. exchange upon which the shares of the corporation are listed, any applicable rules of the Securities and Exchange Commission, and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the corporation’s directors, (2) does not qualify as a “non-employee director” under Exchange Act Rule 16b-3, or as an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision), (3) is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, (4) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in a criminal proceeding within the past ten (10) years, or (5) is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended; or

(C) the election of the Stockholder Nominee to the Board of Directors would cause the corporation to be in violation of the Certificate of Incorporation, these Bylaws, or any applicable state or federal law, rule, regulation or listing standard.

~~(e)~~ ~~Stockholder Notice Requirements~~.

(i) Stockholder Notice” means a notice given by or on behalf of an Eligible Stockholder that specifies the name of the Stockholder Nominee(s) nominated for election or reelection to the Board of Directors in accordance with this ~~Article III~~, ~~Section 5~~.

~~(ii) A Stockholder Notice shall include:~~

~~(A) the written consent of each Stockholder Nominee to being named in the corporation’s proxy materials as a nominee and to serving as a director if elected;~~

~~(B) a copy of the Schedule 14N that has been or concurrently is filed with the SEC under Exchange Act Rule 14a-18;~~

(C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among the Eligible Stockholder and its affiliates and associates, or others acting in concert therewith, on the one hand, and each Stockholder Nominee, and each Stockholder Nominee’s respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Eligible Stockholder making the nomination or on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for the purposes of Item 404 of Regulation S-K and the Stockholder Nominee were a director or executive officer of such registrant;

~~(D) the information specified under paragraph (a)(ii) of this~~ ~~Article III~~, ~~Section 5; and~~


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(E) the written agreement of the Eligible Stockholder (or in the case of a group, each stockholder or beneficial owner whose shares are aggregated for purposes of constituting an Eligible Stockholder) addressed to the corporation, which written agreement will include the Eligible Stockholder’s:

(1) disclosure of, and certification as to, the number of shares it Owns and has Owned continuously for at least three (3) years as of the date of the Stockholder Notice and agreement to continue to Own such shares through the annual meeting of stockholders, which information shall also be included in the Schedule 14N filed by the Eligible Stockholder with the SEC;

~~(2) agreement to provide within five (5) business days of the record date of the annual meeting of stockholders, (x) the information specified under paragraph (a)(ii) of this~~ ~~Article III~~, ~~Section 5~~ ~~and (y) written statements from the record holder and intermediaries as required under paragraph (g)(i)(A) of this~~ ~~Article III~~, ~~Section 5~~ ~~verifying the Eligible Stockholder’s continuous Ownership of the Required Shares, in each case, through and as of the record date;~~

(3) representation and warranty that it (w) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the corporation, and does not presently have any such intent, (x) has not nominated and will not nominate for election to the Board of Directors at the annual meeting of stockholders any person other than the Stockholder Nominee(s) being nominated pursuant to this ~~Article III~~, ~~Section 5~~, (y) has not engaged and will not engage in, and has not been and will not be a participant (as defined in Item 4 of Exchange Act Schedule 14A) in, a solicitation within the meaning of Exchange Act Rule 14a-1(l), in support of the election of any individual as a director at the annual meeting of stockholders other than its Stockholder Nominee(s) or a nominee of the Board of Directors, and (z) will not distribute any form of proxy for the annual meeting of stockholders other than the form distributed by the corporation;

(4) agreement to (u) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the corporation or out of the information that the Eligible Stockholder provided to the corporation, (v) indemnify and hold harmless (jointly with all other group members, in the case of a group member) the corporation and each of its directors, officers, affiliates and employees individually against any liability, loss, damages, expenses or other costs (including attorney’s fees) in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this ~~Article III~~, ~~Section 5~~, (w) comply with all laws, rules, regulations and listing standards applicable to any solicitation in connection with the annual meeting of stockholders, (x) file all materials described below in paragraph (g)(i)(C) of this ~~Article III~~, ~~Section 5~~ with the SEC, regardless of whether any such filing is required under Regulation 14A promulgated under the Exchange Act, or whether any exemption from filing is available for such materials thereunder, (y) provide to the corporation prior to the annual meeting of stockholders such additional information as necessary or reasonably requested by the corporation, and (z) provide a statement of whether or not the Eligible Stockholder intends to maintain Ownership of the Required Shares for at least one (1) year following the annual meeting, which statement shall also be included in the Schedule 14N filed with the SEC;

(5) in the case of a nomination by a group of stockholders or beneficial owners that together is an Eligible Stockholder, the written agreement described in clause (E) of this paragraph (E)(ii) of this ~~Article~~ ~~III~~, ~~Section 5~~ (or another agreement or instrument) shall include a designation by all group members of one (1) group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

~~(6) agreement to immediately notify the corporation if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders.~~

~~(f)~~ ~~Delivery of Stockholder Notice~~.

~~(i) To be timely under this~~ ~~Article III~~, ~~Section 5~~, the Stockholder Notice shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation not earlier than 5:00PM Central Time on the one hundred fiftieth (150th) day nor earlier than 5:00PM Central Time on the one hundred twentieth (120th) day prior to the first anniversary of the date (as stated in the corporation’s proxy statement) the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders (provided that if such one hundred twentieth (120th) day occurs on a date that is not a business day, then the notice must be delivered or received no later than 5:00 PM Central on the immediately preceding business day); provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to the anniversary date


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of the preceding year’s annual meeting or delayed more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, then to be timely the Stockholder Notice must be received by the corporation no earlier than 5:00 PM Central Time on the one hundred fiftieth (150th) day prior to such annual meeting and no later than 5:00 PM Central Time on the later of (x) the one hundred twentieth (120th) day prior to such annual meeting, and (y) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation (provided that if such one hundred twentieth (120th) day or tenth (10th) day, as applicable, occurs on a date that is not a business day, then the notice must be delivered or received no later than 5:00 PM Central Time on the immediately preceding business day).

(ii) In no event shall the public announcement of an adjournment, recess or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a Stockholder Notice in accordance with this ~~Article III~~, ~~Section 5~~.

~~(g)~~ ~~Agreements of the Eligible Stockholder~~.

~~(i) An Eligible Stockholder must:~~

(A) within five (5) business days after the date of the Stockholder Notice, provide one or more written statements from the record holder(s) of the Required Shares and from each intermediary through which the Required Shares are or have been held, in each case during the requisite three-year (3 year) holding period, specifying the number of shares that the Eligible Stockholder Owns, and has Owned continuously, in compliance with this ~~Article III~~, ~~Section 5~~;

(B) include in the Schedule 14N filed with the SEC a statement by the Eligible Stockholder (and in the case of a group, by each stockholder or beneficial owner whose shares are aggregated for purposes of constituting an Eligible Stockholder) certifying the number of shares of common stock of the corporation that it Owns and has Owned continuously for at least three (3) years as of the date of the Stockholder Notice and that it Owns and has Owned the Required Shares in compliance with this ~~Article III~~, ~~Section 5~~;

(C) file with the SEC any solicitation or other communication by or on behalf of the Eligible Stockholder relating to the corporation’s annual meeting of stockholders, one or more of the corporation’s directors or director nominees or any Stockholder Nominee, regardless of whether any such filing is required under Exchange Act Regulation 14A or whether any exemption from filing is available for such solicitation or other communication under Exchange Act Regulation 14A;

(D) as to any group of funds whose shares are aggregated for purposes of constituting an Eligible Stockholder, within five (5) business days after the date of the Stockholder Notice, provide documentation reasonably satisfactory to the corporation that demonstrates that the funds satisfy paragraph (b)(iii) of this ~~Article III~~, ~~Section 5; and~~

(E) as to any group, within five (5) business days after the date of the Stockholder Notice, provide documentation to the corporation reasonably satisfactory to the corporation demonstrating that the number of stockholders and/or beneficial owners within such group does not exceed twenty (20).

~~(ii) The information provided pursuant to this paragraph (g) of this~~ ~~Article III~~, ~~Section 5~~ ~~shall be deemed part of the Stockholder Notice for purposes of this~~ ~~Article III~~, ~~Section 5~~.

~~(h)~~ ~~Agreements of the Stockholder Nominee~~.

~~(i) Within the time period prescribed in paragraph (f) of this~~ ~~Article III~~, ~~Section 5~~ for delivery of the Stockholder Notice, the Eligible Stockholder must also deliver to the Secretary a written representation and agreement (which shall be deemed part of the Stockholder Notice for purposes of this ~~Article III~~, ~~Section 5) signed by each Stockholder Nominee and representing and agreeing that such Stockholder Nominee:~~

~~(A) a consent to being named in the corporation’s proxy statement and form of proxy as a nominee for election to the corporation’s Board of Directors and to serve as a director, if elected;~~

(B) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Stockholder Nominee, if elected as a director, will act or vote on any issue or question, which such agreement, arrangement, or understanding has not been disclosed to the corporation;


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(C) is not and will not become a party to any agreement, arrangement, or understanding with any person with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a Stockholder Nominee or as a director, in each case, that has not been disclosed to the corporation; and

(D) if elected as a director, will comply with all of the corporation’s corporate governance, business conduct, conflict of interest, confidentiality, insider trading and stock ownership, and trading policies and guidelines, and any other corporation policies and guidelines applicable to directors.

(ii) At the request of the corporation, the Stockholder Nominee must promptly, but in any event within five (5) business days after such request, submit all completed and signed questionnaires required of the corporation’s directors and provide to the corporation such other information as it may reasonably request. The corporation may request such additional information as necessary to permit the corporation to determine if each Stockholder Nominee satisfies this ~~Article III~~, ~~Section 5~~.

~~(i)~~ ~~Additional Provisions~~.

~~(i) The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this~~ ~~Article III~~, ~~Section 5~~ ~~and to make any and all determinations necessary or advisable to apply this~~ ~~Article III~~, ~~Section 5~~ to any persons, facts or circumstances, including the power to determine (A) whether one or more stockholders or beneficial owners qualifies as an Eligible Stockholder, (B) whether a Stockholder Notice complies with this ~~Article III~~, ~~Section 5~~ ~~and has otherwise met the requirements of this~~ ~~Article~~ ~~III~~, ~~Section 5, (C) whether a Stockholder Nominee satisfies the qualifications and requirements in this~~ ~~Article III, Section 5, and (D) whether any and all requirements of this~~ ~~Article III, Section 5 (or any applicable requirements of~~ ~~Article III~~, Section 4) have been satisfied. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be binding on all persons, including the corporation and its stockholders (including any beneficial owners).

~~(ii) Notwithstanding the foregoing provisions of this~~ ~~Article III~~, ~~Section 5~~, unless otherwise required by law or otherwise determined by the chair of the meeting or the Board of Directors, if (A) the Eligible Stockholder, or (B) a qualified representative of the Eligible Stockholder does not appear at the annual meeting of stockholders of the corporation to present its Stockholder Nominee(s), such nomination or nominations shall be disregarded and no vote shall be taken with respect to such Stockholder Nominee(s), notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this ~~Article III~~, ~~Section 5~~, to be considered a qualified representative of the Eligible Stockholder, a person must be a duly authorized officer, manager or partner of such Eligible Stockholder or must be authorized by a writing executed by such Eligible Stockholder or an electronic transmission delivered by such Eligible Stockholder to act for such Eligible Stockholder as proxy at the annual meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual meeting of stockholders.

(iii) In the event that any information or communications provided by the Eligible Stockholder or any Stockholder Nominees to the corporation or its stockholders is not, when provided, or thereafter ceases to be, true, correct and complete in all material respects (including omitting a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading), each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary and provide the information that is required to make such information or communication true, correct, complete and not misleading; it being understood that providing any such notification shall not be deemed to cure any such defect or limit the corporation’s right to omit a Stockholder Nominee from its proxy materials pursuant to this ~~Article III~~, ~~Section 5~~.

~~(iv) Notwithstanding anything to the contrary contained in this~~ ~~Article III~~, ~~Section 5~~, the corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation or listing standard. Nothing in this ~~Article III~~, ~~Section 5~~ shall limit the ability of the corporation to solicit proxies against any Stockholder Nominee or to include in its proxy materials its own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee.

~~(v) For purposes of this~~ ~~Article III~~, ~~Section 5~~, “business day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions in the State of Texas are authorized or obligated by law or regulation to close.

~~Section 6.~~ ~~Vacancies~~. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may only be filled by (a) a majority of the directors then in office, even if less than a quorum, or by a sole remaining


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director, or (b) the vote of the stockholders at an annual meeting of stockholders. Each director so chosen shall hold office until the next annual meeting of stockholders, or until a successor is duly elected and qualified, or until his or her earlier resignation. If there are no directors in office, then an election of directors may be held as provided by statute.

~~MEETINGS OF BOARD OF DIRECTORS~~

~~Section 7.~~ ~~Time and Place of Meeting. The Board of Directors may hold meetings, both regular and special, at such times and places as it determines.~~

~~Section 8.~~ ~~Annual Meetings~~. The annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order to legally constitute the meeting, provided a quorum is present. If such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for ~~thingsas a special meeting~~ ~~of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.~~

~~Section 9.~~ ~~Regular Meetings and Notice. Regular meetings of the Board of Directors may be held without notice.~~

~~Section 10.~~ ~~Special Meetings and Notice~~. Special meetings of the Board of Directors may be called (a) by the Chairman of the Board on at least twenty-four (24) hours prior notice to each director, or (b) upon the request of at least one-third of the directors, by the Secretary on at least twenty-four (24) hours prior notice to each director. Notice may be given either personally, by telephone, by mail, by telecopy, or by e-mail. Notice need not be given to any director if waived by him or her in accordance with these Bylaws, or if he or she shall be present at the meeting.

~~Section 11.~~ ~~Chairman of the Board; Lead Director~~. The Chairman of the Board shall be appointed by resolution of the Board of Directors and shall preside at all meetings of the Board of Directors. If the Chairman of the Board is not considered by the Board of Directors to be an independent director, the independent directors will elect one to serve as Lead Director. The Lead Director, if any, will chair meetings of independent directors, will facilitate communications between other members of the Board of Directors and the Chairman of the Board, and will assume other duties that the independent directors as a whole may designate from time to time.

~~Section 12.~~ ~~Quorum, Required Vote, and Adjournment~~. At all meetings of directors, fifty percent (50%) of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting in which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by Delaware General Corporation Law or by the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

~~Section 13.~~ ~~Emergencies~~. Notwithstanding anything to the contrary in the Certificate of Incorporation or these Bylaws, in the event there is any emergency, disaster or catastrophe, as referred to in Section 110 of the Delaware General Corporation Law, or other similar emergency condition (each, an “emergency”), and a quorum of the Board of Directors cannot readily be convened for action, this ~~Article III~~, ~~Section 13~~ ~~shall apply.~~

(a) Any director or the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or Secretary of the corporation may call a meeting of the Board of Directors by any feasible means and with such advance notice as circumstances permit in the judgment of the person calling the meeting. Neither the business to be transacted nor the purpose of any such meeting need be specified in the notice thereof.

~~(b) One-third (1/3) of the directors (rounded down to the nearest whole number) shall constitute a quorum, which may in all cases act by majority vote;~~ ~~provided~~ ~~that in no event shall less than three (3) directors constitute a quorum.~~

(c) Directors may take action to appoint one or more of the director or directors to membership on any standing or temporary committees of the Board of Directors as they deem advisable. Directors may also take action to designate one or more of the officers of the corporation to serve as directors of the corporation while this ~~Article III~~, ~~Section 13~~ ~~applies.~~

(d) To the extent that it considers it practical to do so, the Board of Directors shall manage the business of the corporation during an emergency in a manner that is consistent with the Certificate of Incorporation and these Bylaws. It is recognized, however, that in an emergency it may not always be practical to act in this manner and this ~~Article III~~, ~~Section 13~~ is intended to and does hereby empower the Board of Directors with the maximum authority possible under the Delaware General Corporation Law, and all other applicable law, to conduct the interim management of the affairs of the corporation in an emergency in what it considers to be in the best interests of the corporation.

~~(e) No director, officer or employee acting in good faith in accordance with this~~ ~~Article III~~, ~~Section 13~~ ~~or otherwise pursuant to Section 110 of the Delaware General Corporation Law shall be liable except for willful misconduct.~~


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~~(f) This~~ ~~Article III~~, ~~Section 13~~ shall continue to apply until such time following the emergency when it is feasible for at least a majority of the directors of the corporation immediately prior to the emergency to resume management of the business of the corporation.

~~(g) The Board of Directors may modify, amend or add to the provisions of this~~ ~~Article III~~, ~~Section 13~~ ~~in order to make any provision that may be practical or necessary given the circumstances of the emergency.~~

~~The provisions of this~~ ~~Article III~~, ~~Section 13~~ ~~shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of paragraph (e) of this~~ ~~Article III~~, ~~Section 13~~ ~~with regard to action taken prior to the time of such repeal or change.~~

~~Section 14.~~ ~~Remuneration~~. The Board of Directors shall have the authority to fix the compensation of directors by written resolution. The Board of Directors may also provide that the corporation shall reimburse each director for any expenses paid by him or her for attendance at any meeting. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity as an officer, employee, agent, or otherwise, and receiving compensation therefor.

~~COMMITTEES OF DIRECTORS~~

~~Section 15.~~ ~~Committees of the Board~~. The corporation shall have the following committees: (a) Audit Committee; (b) Compensation Committee; and (c) Nominating and Governance Committee. Each committee shall consist of at least a majority of independent directors as required by the rules and regulations of the New York Stock Exchange, any other exchange on which the Company’s securities are traded, the Exchange Act, and other rules and regulations promulgated by the SEC. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate other committees, and each such other committee shall consist of two or more of the directors of the corporation. Such committee or committees (including the members thereof) shall serve at the pleasure of the Board of Directors and have such name or names and have as many members as may be determined from time to time by resolution adopted by the Board of Directors. Any member of the Board of Directors may participate in the meetings of any such committee, subject to the approval of the chairman of such committee. The Board of Directors shall adopt a charter for each committee it designates (other than special committees), and each committee shall assess the adequacy of such charter annually and recommend any changes to the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

~~Section 16.~~ ~~Quorum and Voting~~. At any meeting of a committee, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of a committee.

~~GENERAL~~

~~Section 17.~~ ~~Written Consent~~. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

~~Section 18.~~ ~~Presence at Meetings by Means of Communications Equipment~~. Members of the Board of Directors or any committee thereof may participate in and act at any meeting of the Board of Directors or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this ~~Article III~~, ~~Section 18~~ ~~shall constitute attendance and presence in person at the meeting of the person or persons so participating.~~

~~ARTICLE IV~~

~~NOTICE~~

~~Section 1.~~ ~~Notice~~. Whenever a notice is required to be given to any director or stockholder by any provision of law, these Bylaws, or the Certificate of Incorporation, the requirement shall not be construed to mean personal notice, but such notice may be given in writing, in person, or by mail, addressed to such director or stockholder at his or her address as it appears on the records of the corporation, with postage paid thereon, and such notice shall be deemed to be given at the time when it shall be deposited in the United States mail. Notice to stockholders and directors may also be given in any manner permitted by these Bylaws and shall be deemed to be given at the time when first transmitted by the method of communication so permitted.

~~Section 2.~~ ~~Waiver of Notice~~. Whenever a notice is required to be given by any provision of law, these Bylaws, or the Certificate of Incorporation, a written waiver, signed by the person entitled to notice, whether before or after the time stated


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therein, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the sole and express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

~~Section 3.~~ ~~Authorized Notices. Unless otherwise specified in these Bylaws, the Secretary or such other person(s) as the Chairman of the Board designates shall be authorized to give notices for the corporation.~~

~~ARTICLE V~~

~~OFFICERS~~

~~Section 1.~~ ~~Positions~~. The officers of the corporation may consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (who may be designated as Corporate Vice Presidents, Senior Vice Presidents, Executive Vice Presidents, or Group Vice Presidents), a Secretary, and a Treasurer as appointed by the Board of Directors or Chief Executive Officer. The corporation may have such additional or assistant officers (sometimes referred to as “additional officers”) as the Board of Directors or Chief Executive Officer may deem necessary for its business from time to time. The Board of Directors shall also have the authority to designate officers as the Chief Financial Officer, Chief Operating Officer, Controller, or similar such titles. Any two or more offices may be held by the same person.

~~Section 2.~~ ~~Appointment~~. The officers of the corporation may be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders or at any other time. At any time and from time to time the Board of Directors may delegate to any officer their power to appoint any other officer or agent.

~~Section 3.~~ ~~Chairman and Vice Chairman of the Board~~. The Chairman of the Board shall preside, when present, at all meetings of the Board of Directors. The Chairman shall advise and counsel the Chief Executive Officer and other officers of the corporation, and shall exercise such powers and perform such duties that shall be assigned to or required of him or her by the Board of Directors. The Chairman of the Board may be an executive officer of the corporation. The Vice Chairman of the Board, if any is elected or appointed, shall assume the duties and powers of the Chairman of the Board in his or her absence and shall otherwise have such duties and powers as shall be designated from time to time by the Board of Directors.

~~Section 4.~~ ~~Chief Executive Officer~~. The Chief Executive Officer shall have general charge and supervision of the business of the corporation, shall see that all orders, actions, and resolutions of the Board of Directors are carried out, and shall have such other authority and shall perform such other duties as set forth in these Bylaws or, to the extent consistent with these Bylaws, such other authorities and duties prescribed by the Board of Directors. The Chief Executive Officer shall have the power to execute any and all instruments and documents on behalf of the corporation and to delegate to any other officer of the corporation the power to execute any and all such instruments and documents.

~~Section 5.~~ ~~Secretary and Assistant Secretary~~. The Secretary shall record all proceedings of the stockholders, of the Board of Directors, and of committees of the Board of Directors in a book or series of books to be kept therefor and shall file therein all writings of or related to action by stockholder or director consent. In the absence of the Secretary from any meeting, an Assistant Secretary, or if there be none or he or she is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed, the Secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He or she shall have such other duties and powers as designated by the Board of Directors or the Chief Executive Officer. Any Assistant Secretaries shall have such duties and powers as designated by the Board of Directors, the Chief Executive Officer, or the Secretary.

~~Section 6.~~ ~~Treasurer and Assistant Treasurer~~. Except as otherwise voted by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as designated by the Board of Directors or Chief Executive Officer. Any Assistant Treasurers shall have such duties and powers as designated by the Board of Directors, Chief Executive Officer, or Treasurer.

~~Section 7.~~ ~~Authority and Duties of Other Officers~~. Subject to the Delaware General Corporation Law, the Certificate of Incorporation, and to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers set forth in this ~~Article V~~, such duties and powers as are commonly incident to such office and such additional duties and powers as prescribed by the Board of Directors, the Chief Executive Officer, or by an officer authorized by the Board of Directors to prescribe the duties of such officer. Any designation of duties by the Chief Executive Officer or other officer shall be subject to the review by the Board of Directors but shall be in full force and effect in the absence of such review.

~~Section 8.~~ ~~Term of Office. Each officer shall hold office until a successor shall have been appointed and qualified or until his or her earlier death, resignation, or removal.~~

~~Section 9.~~ ~~Compensation and Contract Rights. The Board of Directors shall have the authority to (a) fix the compensation, whether in the form of salary, bonus, stock options, stock awards, or otherwise, of all officers and employees of the~~


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corporation, either specifically or by formula applicable to particular classes of officers or employees, and (b) authorize officers of the corporation to fix the compensation of subordinate employees; ~~provided, however,~~ that the Compensation Committee shall fix the compensation of the “Named Executive Officers” as defined by the Exchange Act. The appointment of an officer shall not of itself create contract rights.

~~Section 10.~~ ~~Resignation or Removal~~. Any officer of the corporation may resign at any time by giving written notice to the Board of Directors. Any such resignation shall be effective when the notice is given, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of the officer. The Board of Directors may, by majority vote, remove any officer, with or without cause. An officer duly appointed by the Chief Executive Officer or other officer may be removed by such appointing officer. The removal shall be without prejudice to the contract rights, if any, of the person so removed.

~~Section 11.~~ ~~Vacancies. If any office becomes vacant by any reason, the Board of Directors may (a) appoint a successor or successors who shall hold office for the unexpired term or (b) leave such office vacant.~~

~~Section 12.~~ ~~Reservation of Authority~~. All other powers not expressly delegated or provided for herein, or in the Delaware General Corporation Law, to any officer are expressly reserved to the Board of Directors and may be delegated by it to any officer by resolution adopted from time to time by the Board of Directors.

~~ARTICLE VI~~

~~INDEMNIFICATION~~

~~Section 1.~~ ~~Damaged and Expenses~~. To the full extent permitted by law, the corporation shall indemnify and pay the expenses of any party who is or was made, or threatened to be made, a party to any action or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director, officer, or employee of the corporation or served any other corporation, trust, or enterprise in any capacity at the request of the corporation.

~~Section 2.~~ ~~Prepaid Expenses~~. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors.

~~Section 3.~~ ~~Insurance~~. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under this ~~Article~~ VI.

~~Section 4.~~ ~~Merger or Consolidation. For purposes of this~~ ~~Article VI~~, references to “the corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this ~~Article VI~~ ~~with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.~~

~~ARTICLE VII~~

~~CERTIFICATES OF STOCK~~

~~Section 1.~~ ~~Right to Certificate~~. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board or the Chief Executive Officer, and by the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by such stockholder. If the corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, and preferences and relative, participating, option, or other special rights of each class of stock or series thereof, and the qualifications, limitations, or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; ~~provided, however,~~ that except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the corporation will issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights.


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~~Section 2.~~ ~~Electronic or facsimile signatures~~. Any or all of the signatures on the certificate may be electronic or facsimile. In case any officer, transfer agent, or registrar who has signed or whose electronic or facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

~~Section 3.~~ ~~New Certificates~~. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to indemnify the corporation or to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft, or destruction of any such certificate or the issuance of such new certificate.

~~Section 4.~~ ~~Transfers~~. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to transfer, it shall be the duty of the corporation, subject to any proper restrictions on transfer, to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

~~Section 5.~~ ~~Registered Stockholders~~. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share(s) on the part of any other person, whether or not provided by the Delaware General Corporation Law.

~~ARTICLE VIII~~

~~GENERAL PROVISIONS~~

~~Section 1.~~ ~~Dividends~~. Dividends upon the capital stock of the corporation, if any, may be declared by the Board of Directors pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock or other securities.

~~Section 2.~~ ~~Reserves~~. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum(s) as the Board of Directors from time to time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

~~Section 3.~~ ~~Checks. All checks or demands for money and promissory notes of the corporation shall be signed by such officer(s) or such other person(s) as the Board of Directors may prescribe from time to time.~~

~~Section 5.~~ ~~Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.~~

~~Section 6.~~ ~~Corporate Seal~~. The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.

~~Section 7.~~ ~~Certificate of Incorporation. These Bylaws are subject to the terms of the Certificate of Incorporation.~~

~~ARTICLE IX~~

~~AMENDMENTS~~

~~These Bylaws may be amended, altered, or repealed or new bylaws adopted only in accordance with the Certificate of Incorporation and any other requirements specified in these Bylaws.~~


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TABLE OF CONTENTS

☐			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 under § 240.14a-12

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			Page
~~Factors Considered in Setting~~2023 Named Executive Officer Compensation			44
~~Peer Group~~			45
~~ANALYSIS OF NAMED EXECUTIVE OFFICER COMPENSATION~~			46
~~2021 Named Executive Compensation Structure and Process~~			46
~~2022 Named Executive Officer Compensation~~			51
Benefits			5248
Employment Agreements			5248
Other Important Elements of Our Executive Compensation			5449
Compensation Committee Report			5550
Compensation Committee Interlocks and Insider Participation			5550
EXECUTIVE COMPENSATION			5651
Summary Compensation Table			5651
Pay vs Performance			52
CEO Pay Ratio			5655
Grants of Plan-Based Awards in ~~2021~~2022			5756
Outstanding Equity Awards at Year-End			5857
Option Exercises and Stock Vested			6059
Potential Payments under Employment Contracts			6059
OTHER HELPFUL INFORMATION			6160
~~STOCKHOLDER~~SHAREHOLDER PROPOSALS			63
~~Appendix A Articles of Incorporation Redline~~			~~A-1~~
~~Appendix B Bylaws Redline~~			~~B-1~~62

				Yours very truly,



				JOHN S. MARR, JR. Executive Chair of the Board

				By Order of the Board of Directors


				ABIGAIL DIAZ Chief Legal Officer Corporate Secretary

John S. Marr, Jr., age 62
63
Executive Chair of the Board

Director since:2002

Mr. Marr has served as a director since May 2002. Mr. Marr has served as Executive Chair of the Board of Tyler since May 2018. Mr. Marr served as Chair of the Board and Chief Executive Officer from January 2017 until May 2018, when he assumed his current title and H. Lynn Moore, Jr. was appointed to the additional position of Chief Executive Officer. Mr. Marr also serves as Chair of the Executive Committee. From July 2004 through December 2016, Mr. Marr served as President and Chief Executive Officer. From July 2003 until July 2004, Mr. Marr served as Chief Operating Officer. Mr. Marr also served as President of MUNIS, Inc. from 1994 until July 2004. Mr. Marr began his career in 1983 with MUNIS, a provider of a wide range of software products and related services for county and city governments, schools, and not-for-profit organizations, with a focus on integrated financial systems. Tyler acquired MUNIS in 1999.

Key Attributes, Experience and Skills:

Executive Chair of the Board since May 2018; Chair of the Board since January 2017; Chief Executive Officer of Tyler from 2004 to 2018

Over 35 years of specific industry experience, including chief executive experience with MUNIS prior to acquisition by Tyler

Outside board experience as a former director of Mercy Hospital in Portland, Maine