UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AGILYSYS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 20202021 ANNUAL MEETING OF SHAREHOLDERS

To be held on November 19, 2020

18, 2021

Please join us for the Agilysys, Inc. 20202021 Annual Meeting of Shareholders to be held on Thursday, November 19, 2020,18, 2021, at 3:8:00 p.m.a.m., Eastern time. Due toPacific time, at the public health impact of the coronavirus (COVID-19) pandemic and so that we may support the health and well-being of our employees and shareholders, the board of directors has directed that the Annual Meeting be held as a “virtual meeting” via live webcast, as permitted under Ohio law and our Code of Regulations.  You will be able to attend the meeting virtually and to vote and submit questions during the virtual Annual Meeting by visiting http://www.meetingcenter.io/258450262 and entering the control number provided in these proxy materials.Company’s offices at 6775 Edmond Street, Suite 100, Las Vegas, NV 89118.

The purposes of the Annual Meeting are:

Shareholders of record at the close of business on October 1, 2020,September 20, 2021, are entitled to vote at the Annual Meeting. It is important to vote your shares at the virtual Annual Meeting, regardless of whether you plan to attend virtually.in person. In addition to voting by mail, you may vote by telephone or internet. Please refer to your enclosed proxy card and the Proxy Statement for information regarding how to vote by telephone or internet, or attend the virtual Annual Meeting and vote electronically.internet. If you choose to vote by mail, please sign, date, and promptly return your proxy card in the enclosed envelope.

By Order of the Board of Directors,

Michael A. Kaufman

Chairman of the Board of Directors

October 23, 202018, 2021

PROXY STATEMENT

20202021 ANNUAL MEETING OF SHAREHOLDERS

November 19, 2020

18, 2021

ANNUAL MEETING INFORMATION

General Information

This Proxy Statement and the enclosed proxy card are being provided in connection with the solicitation by the board of directors of Agilysys, Inc., an Ohio corporation (“Agilysys,” the “Company,” “we,” “our,” or “us”), to be used at the Annual Meeting of Shareholders to be held at 3:8:00 p.m.a.m., Eastern Pacifictime, on November 19, 2020,18, 2021, and any adjournments or postponements of the Annual Meeting. Our board of directors has directed that this year, ourThe Annual Meeting will be a completely virtual meeting, in light ofheld at 8:00 a.m., Pacific time, at the public health impact of the coronavirus (COVID-19) pandemic. There will be no physical meeting location. To participate in the Annual Meeting, visitCompany’s offices at http://www.meetingcenter.io/258450262 6775 Edmond Street, Suite 100, Las Vegas, NV 89118and enter the control number included on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 2:30 p.m., Eastern time, on November 19, 2020. The meeting will begin promptly at 3:00 p.m., Eastern time, on November 19, 2020.

Our.Our principal executive office is located at 1000 Windward Concourse, Suite 250, Alpharetta, Georgia 30005. The purposes of the Annual Meeting are stated in the accompanying Notice. This Proxy Statement, the enclosed proxy card, and our Annual Report on Form 10-K for the fiscal year ended March 31, 20202021 (“20202021 Annual Report”), are first being mailed to shareholders and made available electronically on our website at www.agilysys.com beginning on or about October 23, 2020.18, 2021.

Record Date, Voting Shares, and Quorum

Shareholders of record of our common shares and Convertible Preferred Stock at the close of business on October 1, 2020,September 20, 2021, the “Record Date,” are entitled to notice of and to vote their shares at the Annual Meeting, or any adjournment or postponement of the Annual Meeting. On the Record Date, there were 23,589,51824,605,423 common shares and 1,735,457 shares of Convertible Preferred Stock outstanding and entitled to vote. Each common share and each share of Convertible Preferred Stock is entitled to one vote. The presence at the Annual Meeting, virtuallyin person or by proxy, of the holders of a majority of the total combined shares outstanding at the close of business on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. We will include abstentions and broker non-votes in the number of shares present at the Annual Meeting for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares. Our common shares are listed on the NASDAQ Global Select Market under the symbol AGYS. References within this Proxy Statement to our common shares refer to our common shares, without par value, and references within this Proxy Statement to our shares refer to both our common shares and shares of Convertible Preferred Stock, which are the only classes of securities entitled to vote at the Annual Meeting.

How to Vote

If you are the record holder of shares, you or your duly authorized agent may vote by completing and returning the enclosed proxy card in the envelope provided. You may also vote by telephone or internet. Telephone and internet voting information is provided on your proxy card. A control number, located on the proxy card, is designed to verify your identity, allow you to vote your shares, and confirm that your voting instructions have been properly

recorded. Please note the deadlines for voting by telephone, internet, and proxy card as set forth on the proxy card. If you vote by telephone or internet, you need not return your proxy card. You.You may also attend the virtual Annual Meeting and vote by completing a ballot online during the meeting through the virtual shareholder meeting platform at http://www.meetingcenter.io/258450262;in person; however, we encourage you to vote your shares in advance of the Annual Meeting even if you plan on attending virtually.attending. If your common shares are held by a bank, broker or any other nominee, you must follow the voting instructions provided to you by the bank, broker, or nominee. Although most banks and brokers offer voting by mail, telephone, and internet, availability and specific procedures will depend on their voting arrangements.  If you hold your shares in street name and wish to vote at the virtual meeting, please obtain instructions on how to vote electronically at the meeting from your broker, bank or other nominee.

Unless revoked, shares represented by a properly signed and returned proxy card (or other valid form of proxy), or as instructed via telephone or internet, received in time for voting will be voted as instructed. If your proxy card is signed and returned with no instructions given, the persons designated as proxy holders on the proxy card will vote as follows:

The Company knows of no other matters scheduled to come before the Annual Meeting. If any other business is properly brought before the Annual Meeting, your proxy gives discretionary authority to the proxy holders with respect to such business, and the proxy holders intend to vote the proxy as recommended by our board of directors with regard to any such business, or, if no such recommendation is given, the proxy holders will vote in their own discretion.

Revocability of Proxies

You may revoke or change your vote at any time before the final vote on the matter is taken at the Annual Meeting by submitting to our Secretary a notice of revocation or by timely delivery of a valid, later-dated, duly executed proxy by mail, telephone, or internet. You may also revoke or change your vote by attending the virtual Annual Meeting and voting electronically. If your shares are held by a bank, broker, or other nominee, you must contact the bank, broker, or nominee and follow their instructions for revoking or changing your vote.

Vote Required, Abstentions, and Broker Non-Votes

If a quorum is present at the Annual Meeting, the nominees named herein for election as directors in proposal 1 will be elected if they receive the greatest number of votes cast at the Annual Meeting present virtuallyin person or represented by proxy and entitled to vote. Abstentions will have no effect on the election of directors.

For eachIf a quorum is present at the Annual Meeting, the affirmative vote of the holders of shares representing two-thirds of the total combined shares outstanding will be required to approve proposal 2 (approval of the issuance of the Company’s common stockReincorporation) and additional Convertible Preferred Stock issuable pursuant to the terms of the Convertible Preferred Stock to the Holders in accordance with NASDAQ Listing Rule 5635(b)), proposal 3 (approval of the 2020 Equity Incentive Plan),exclusive forum provision).

For each of proposal 4 (approval of the Employee Stock Purchase Plan), proposal 5 (advisory vote on named executive officer compensation) and proposal 65 (ratification of independent registered public accounting firm), if a quorum is present at the Annual Meeting, the affirmative vote of the holders of shares representing a majority of the shares present virtuallyin person or represented by proxy and entitled to vote will be required to approve each proposal.

The effect of an abstention is

the same as a vote against each proposal. If you hold your shares in street name and do not give your broker or nominee instruction as to how to vote your shares with respect to proposals 2, 3 or 4, and 5, your broker or nominee will not have discretionary authority to vote your shares on proposals 2, 3 4 or 5.4. These broker non-votesnon- votes will have no effect on proposals 2, 3 4 and 5.or 4.

Proposal 65 is considered a “routine proposal” on which your broker or nominee will have discretionary authority to vote your shares if you do not give voting instructions, and accordingly we do not expect any broker non-votes to result from proposal 6.5.

Cumulative Voting

Each shareholder has the right to vote cumulatively in the election of directors if the shareholder gives written notice to our Chief Executive Officer or Secretary not less than 48 hours before the Annual Meeting that the shareholder wants its voting for the election of directors to be cumulative. In such event, the shareholder giving notice, or a representative of such shareholder, the Chairman, or the Secretary, will announce such notice at the start of the Annual Meeting. Cumulative voting means that the shareholder may cumulate his, her, or its voting power for the election of directors by distributing a number of votes, determined by multiplying the number of directors to be elected at the Annual Meeting times the number of such shareholder’s shares. The shareholder may distribute all of the votes to one individual director nominee or distribute the votes among two or more director nominees, as the shareholder chooses. In the event of cumulative voting, unless contrary instructions are received, the persons named in the enclosed proxy will vote the shares represented by valid proxies on a cumulative basis for the election of the nominees named herein, allocating the votes among the nominees in accordance with their discretion.

Proxy Solicitation

The cost of solicitation of proxies, including the cost of preparing, assembling, and mailing the Notice, Proxy Statement, and proxy card, will be borne by the Company. Pursuant to rules adopted by the SEC, we have elected to deliver a Notice of Internet Availability of Proxy Materials to shareholders and provide Internet access to those proxy materials. Shareholders may obtain paper copies of the proxy materials free of charge by following the instructions provided in the Notice of Internet Availability of Proxy Materials. In addition to solicitation by mail, arrangements may be made with brokerage houses and other custodians, nominees, and fiduciaries to send proxy materials to their principals, and we may reimburse them for their expenses in so doing. Our officers, directors, and employees may, without additional compensation, personally or by other appropriate means request the return of proxies.

Attending the Virtual Annual Meeting

All holders of our common shares at the close of business on the Record Date, or their duly appointed proxies, are authorized to attend the virtual Annual Meeting. To participate inCameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting, visit Meeting. If you hold your common shares

http://www.meetingcenter.io/258450262 through a bank, broker, or other nominee, youand enterwill need to bring a copy of the control number included onbrokerage statement reflecting your proxy card,share ownership as of the Record Date, or on the instructions that accompanied alegalproxyfromyour proxy materials. You may beginbankorbroker, to log into attendthe meeting platform beginning at 12:30 p.m., Eastern timemeeting., on November 19, 2020. The meeting will begin promptly at 3:00 p.m., Eastern time, on November 19, 2020.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question, during the meeting, log into the virtual meeting platform at http://www.meetingcenter.io/258450262, and follow the instructions in the virtual meeting platform for submitting a question. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day either during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform log in page.

Voting Results

Preliminary voting results will be announced at the Annual Meeting. Within four business days following the Annual Meeting, final results, or preliminary results if final results are unknown, will be announced on a Form 8-K filed with the Securities and Exchange Commission (“SEC”). If preliminary results are announced, final results will be announced on a Form 8-K filed with the SEC within four business days after the final results are known.

Company Information

Our 20202021 Annual Report is being mailed with this Proxy Statement. These documents also are available electronically on our website at www.agilysys.com, under Investor Relations. Our 20202021 Annual Report and the other information available on or through our website is not incorporated into this Proxy Statement and is not to be considered proxy solicitation material. If you wish to have additional copies of our 20202021 Annual Report, we will mail copies to you without charge. Requests may be sent to our corporate headquarters at: Agilysys, Inc., Attn: Investor Relations, 1000 Windward Concourse, Suite 250, Alpharetta, Georgia 30005, or you may request copies through our website, under Investor Relations. These documents have been filed with the SEC and may be accessed from the SEC’s website at www.sec.gov. If you have any questions about the Annual Meeting or these proxy materials, please contact Investor Relations by telephone at 770-810-7941, or by email at investorrelations@agilysys.com, or through our website under Investor Relations.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Corporate Governance Guidelines (the “Guidelines”) adopted by our board of directors are intended to provide a sound framework to assist the board of directors in fulfilling its responsibilities to shareholders. Under the Guidelines, the board of directors exercises its role in overseeing the Company by electing qualified and competent officers and by monitoring the performance of the Company. The Guidelines state that the board of directors and its committees exercise oversight of executive officer compensation and director compensation, succession planning, director nominations, corporate governance, financial accounting and reporting, internal controls, strategic and operational issues, and compliance with laws and regulations. The Guidelines also state the board of directors’ policy regarding eligibility for the board of directors, including director independence and qualifications for director candidates, events that require resignation from the board of directors, service on other public company boards of directors, and stock ownership guidelines. The Nominating and Corporate Governance Committee annually reviews the Guidelines and makes recommendations for changes to the board of directors. The Guidelines are available on our website at www.agilysys.com, under Investor Relations.

Code of Business Conduct

The Code of Business Conduct adopted by our board of directors applies to all directors, officers, and employees of the Company, as well as certain third parties, and incorporates additional ethics standards applicable to our Chief Executive Officer, Chief Financial Officer, and other senior financial officers of the Company, and any person performing a similar function. The Code of Business Conduct is reviewed annually by the Audit Committee, and recommendations for change are submitted to the board of directors for approval. The Code of Business Conduct is available on our website at www.agilysys.com, under Investor Relations. The Company has in place a reporting hotline and website available for use by all employees and third parties, as described in the Code of Business Conduct. Any employee or third-party can anonymously report potential violations of the Code of Business Conduct through the hotline or website, both of which are managed by an independent third party. Reported violations are promptly reported to and investigated by the Company. Reported violations are addressed by the Company and, if related to accounting, internal accounting controls, or auditing matters, the Audit Committee. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct.

Director Independence

NASDAQ listing standards provide that at least a majority of the members of the board of directors must be independent, meaning free of any material relationship with the Company, other than his or her relationship as a director. The Guidelines state that the board of directors should consist of a substantial majority of independent directors. A director is not independent if he or she fails to satisfy the standards for director independence under NASDAQ listing standards, the rules of the SEC, and any other applicable laws, rules, and regulations. During the board of directors’ annual review of director independence, the board of directors considers transactions, relationships, and arrangements, if any, between each director or a director’s immediate family members and the Company or its management. In May 2020,2021, the board of directors performed its

annual director independencereview and, as a result, determined that each of Donald Colvin, Dana Jones, Jerry Jones, Michael A. Kaufman,Melvin Keating, and John Mutch qualify as independent directors. Ramesh Srinivasan is not independent because ofhis service asPresidentandCEO ofthe Company.

Director Attendance

The board of directors held fivenine meetings during fiscal year 2020,2021, and no director attended less than 75% of the aggregate of the total number of board of director meetings and meetings held by committees of the board of directorsonwhichthedirectorserved.Independentdirectors meetregularlyinexecutivesessionatboardofdirectorand committeemeetings,and executivesessionsarechaired bythechairmanoftheboard orbytheappropriate

committee chairman. It is the board of directors’ policy that all its members attend the Annual Meeting of Shareholders absent exceptional cause. All the Directors attended the 20192020 Annual Meeting.Meeting of Shareholders.

Shareholder Communication with Directors

Shareholders and others who wish to communicate with the board of directors as a whole, or with any individual director, may do so by sending a written communication to such director(s) in care of our Secretary at our Alpharetta, Georgia office address, and our Secretary will forward the communication to the specified director(s).

Committees of the Board

During fiscal year 2020,2021, the board of directors had three standing committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Srinivasan is not a member of any committee. At the end of the fiscal year, the members and chairmanchairperson of each committee were as follows:

*Qualifies as an Audit Committee Financial Expert.

As of October 1, 2020,September 20, 2021, the committee membership set forth above remained the same.

Committee Charters.Theboardofdirectorshasadoptedacharterforeachcommittee,andeachcommitteewithacharter is responsible for the annual review of its respective charter. Charters for each committee are available onourwebsite atwww.agilysys.com,underInvestorRelations.

Audit Committee.TheAuditCommitteeheldeightmeetings during fiscalyear 2020 2021.TheAuditCommitteereviews, with our independent registered public accounting firm, the proposed scope of our annual audits and auditresults, as well as interim reviews of quarterly reports; reviews the adequacy of internal financial controls; reviewsinternal audit functions; is directly responsible for the appointment, determination of compensation, retention, andgeneraloversightofourindependentregisteredpublicaccountingfirm;reviewsrelatedpersontransactions;overseesthe Company’s implementation of its Code of Business Conduct; and reviews any concerns identified by either theinternal or external auditors. The board of directors determined that all Audit Committee members are financiallyliterate and independent under NASDAQ listing standards for audit committee members. The board of directors alsodetermined that each of Ms. Jones and Messrs. Colvin and Mutch each qualify as an “audit committee financial expert”under SECrules.

Compensation Committee.TheCompensationCommitteeheldfour meetingsduringfiscalyear 2020. 2021.Thepurposeof the Compensation Committee is to enhance shareholder value by ensuring that pay available to the board ofdirectors, Chief Executive Officer, and other executive officers enables us to attract and retain high-qualityleadership and is consistent with our executive pay philosophy. As part of its responsibility, the CompensationCommittee oversees our pay plans and policies; annually reviews and determines all pay, including base salary,annual cash incentive, long-term equity incentive, and retirement and perquisite plans; administers our incentiveprograms, including establishing performance goals, determining the extent to which performance goals areachieved, and determining awards; administers our equity pay plans, including making grants to our executiveofficers; and regularly evaluates the effectiveness of the overall executive pay program and evaluates our incentive

plansto determineiftheplans’measuresorgoalsencourageinappropriaterisk-takingbyourexecutives. A more complete morecompletedescriptionoftheCompensationCommittee’sfunctionsisfoundintheCompensationCommittee Charter.The board of directors determined that all Compensation Committee members are independent under NASDAQlisting standards for compensation committee members.

Our Legal and Human Resources Departments support theCompensation Committee in its work and, in some cases, as a result of delegation of authority by the CompensationCommittee, fulfill various functions in administering our pay programs. In addition, the Compensation Committeehas the authority to engage the services of outside consultants and advisers to assist it. The Committee engagescompensation consultants to perform current market assessments when it believes that such an assessment wouldinform its decision making with respect to executive compensation. The Compensation Committee did not engage acompensation consultant to advise it in connection with setting compensation for the Named Executive Officers infiscalyear 2020.  The Compensation Committee engaged Compensia, Inc. as a compensation consultant and reviewed and considered their market assessment of compensation, along with other factors, in connection with negotiating Mr. Srinivasan’s compensation in his new employment agreement in the fourth quarter of 2020.2021.

Our Chief Executive Officer and General Counsel attend Compensation Committee meetings when executive compensation, Company performance, and individual performance are discussed and evaluated by Compensation Committee members, and they provide their thoughts and recommendations on executive pay issues during these meetings and provide updates on financial performance, industry status, and other factors that may impact executive compensation. Decisions regarding the Chief Executive Officer’s compensation were based solely on the Compensation Committee’s deliberations, while compensation decisions regarding other executive officers took into consideration recommendations from the Chief Executive Officer. Only Compensation Committee members make decisions on executive officer compensation and approve all outcomes.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee (“(“Nominating Committee”) held fourthree meetings during fiscal year 2020.2021. The board of directors determined that allNominating Committee members are independent under NASDAQ listing standards. The Nominating Committeeassists the board of directors in finding and nominating qualified people for election to the board; reviewingshareholder-recommended nominees; assessing and evaluating the board of directors’ effectiveness; andestablishing, implementing, and overseeing our governance programs and policies. The Nominating Committee isresponsible for reviewing the qualifications of, and recommending to the board of directors, individuals to benominated for membership on the board of directors. The board of directors has adopted Guidelines forQualificationsandNominationofDirectorCandidates (“(“NominatingGuidelines”),andtheNominatingCommitteeconsiders nominees using the criteria set forth in the Nominating Guidelines. At a minimum, a director nomineemust:

The Nominating Committee considers the foregoing factors, among others, in identifying nominees; however, there is no policy requiring the Nominating Committee to consider the impact of any one factor by itself. The Nominating Committee also will consider the board of directors’ current and anticipated needs in terms of number, diversity, specific qualities, expertise, skills, experience, and background. In addition, the Corporate Governance Guidelines state that the board of directors should have a balanced membership, with diverse representation of relevant areas of experience, expertise, and backgrounds. The Nominating Committee seeks nominees that collectively will build a capable, responsive, and effective board of directors, prepared to address strategic, oversight, and governance challenges. The Nominating Committee believes that the backgrounds and qualifications of the directors as a group should provide a significant mix of experience, knowledge, and abilities that will enable the board of directors to fulfill its responsibilities.

The Nominating Committee will consider shareholder-recommended nominees for membership on the board of directors. For a shareholder to properly nominate a candidate for election as a director at a meeting of the shareholders, the shareholder must be a shareholder of record at the time the notice of the nomination is given and at the time of the meeting, be entitled to vote at the meeting in the election of directors, and have given timely written notice of the nomination to the Secretary. To be timely, notice must be received by the Secretary, in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary of the previous year’s annual meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice must be delivered not later than the close of business on the later of the 90^th day prior to such annual meeting or the 10^th calendar day following the day on which public disclosure of the date of such annual meeting is first made. In the case of a special meeting, timely notice must be received by the Secretary not later than the close of business on the 10^th day after the date of such meeting is first publicly disclosed. A shareholder’s notice must set forth, as to each candidate:

The Nominating Committee may request additional information from such nominee to assist in its evaluation. The Nominating Committee will evaluate any shareholder-recommended nominees in the same way it evaluates nominees recommended by other sources, as described above.

Board Leadership

The board of directors determined that having an independent director serve as chairman of the board is in the best interest of shareholders at this time. The structure ensures a greater role for our independent directors in the oversight of the Company and the active participation in setting agendas and establishing priorities and procedures for the board of directors. Pursuant to the board of directors’ Corporate Governance Guidelines, it is our policy that the positions of chairman of the board and chief executive officer be held by different individuals, except as otherwise determined by the board of directors. Mr. Kaufman has served as Chairman of the Board since 2015.

The board had previously established the role of vice-chairman of the board to assist the chairman of the board in the performance of his duties, as directed by the chairman from time to time. Keith M. Kolerus served as vice

chairman of the board from 2015 to 2019. Mr. Kolerus announced his retirement from the board effective as of June 30, 2019, and the board decided not to continue the role of vice chairman following his retirement.

Risk Oversight

Management is responsible for the day-to-day management of risks facing the Company. The board of directors, as a whole and through its committees, particularly the Audit Committee, is actively involved in the oversight of such risks. The board of directors’ role in risk oversight includes regular reports at board of director and Audit Committee meetings from members of senior management on areas of material risk to the Company, including strategic, financial, operational, and legal and regulatory compliance risks. Management regularly identifies and updates, among other items, the population of possible risks for the Company, assigns risk ratings, prioritizes the risks, assesses likelihood of risk occurrence, develops risk mitigation plans for prioritized risks, and assigns roles and responsibilities to implement mitigation plans. Risks are ranked by evaluating each risk’s likelihood of occurrence and magnitude. The board of directors’ Compensation Committee, in consultation with management, evaluates our incentive plans to determine if the plans’ measures or goals encourage inappropriate risk-taking by our employees. As part of its evaluation, the Compensation Committee determined that the performance measures and goals were tied to our business, financial, and strategic objectives. As such, the incentive plans are believed not to encourage risk-taking outside of the range of risks contemplated by the Company’s business plan.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal year 20202021 (Messrs. Jones, Kaufman, Keating, Kolerus (who served until his retirement from the board effective June 30, 2019), and Mutch) is or has been an officer or employee of the Company or has had any relationship with the Company required to be disclosed as a related person transaction, and none of our executive officers served on the compensation committee (or other committee serving an equivalent function) or board of any company that employed any member of our Compensation Committee or our board of directors during fiscal year 2020.2021.

Policy on Hedging of Shares

We do not have any practices or policies regarding hedging or offsetting any decrease in the market value of the Company’s equity securities.

DIRECTOR COMPENSATION

During fiscal year 2020,2021, the board of directors approved compensation for non-employee directors consistedconsisting of the following:

As a response to each non-employee director valued at $75,000the impact of the COVID-19 pandemic on our business and the grant date.hospitality industry, the board reduced the cash retainer amounts set forth above by fifty percent (50%) for the first six months of fiscal year 2021.

We also reimburse our directors for reasonable out-of-pocket expenses incurred for attendance at board of directors and committee meetings.

The fiscal year 20202021 equity award for each director consisted of 3,3084,388 restricted shares, based on a $22.67the closing price of the Company’s common stock of $17.09 on the date the grant date price,was approved by the board of directors, and was granted under the 2016 Stock2020 Equity Incentive Plan.Plan subject to shareholder approval of the Plan at the 2020 Annual Meeting of Shareholders, which was obtained on November 19, 2020. The restricted shares vested on March 31, 2020,2021, and provided for pro-rata vesting upon retirement prior to March 31, 2020. The grant was made on May 28, 2019, to the then current non-employee directors; however, Mr. Kaufman declined the award given the significant ownership in the Company by his firm, MAK Capital.2021.

Our directors are subject to share ownership guidelines that require ownership of either (i)common stock with a market value of three times the director’s respective annual cash retainer within two years of service and six times the director’s respective annual cash retainer within four years of service; or (ii) 15,000 shares within the first two years following the director’s election to the board of directors and 45,000 shares within four years of election.service. We pay no additional fees for board of director or committee meeting attendance.

Director Compensation for Fiscal Year 20202021

Our board of directors currently consists of seven members whose term expires at this Annual Meeting. In each case, subject to their earlier death, resignation, removal or retirement, the directors remain in office until their respective successors are duly elected and qualified, notwithstanding the expiration of the otherwise applicable term.

Nominees for Director

Upon the recommendation of the Nominating and Corporate Governance Committee, comprised of independent directors, the board of directors has nominated each of Donald Colvin, Dana Jones, Jerry Jones, Michael A. Kaufman, Melvin Keating, John Mutch and Ramesh Srinivasan for election to the board of directors for a term of one year, to serve until the annual meeting of shareholders in 20212022 and until their successors have been duly elected and qualified, subject to their earlier death, resignation, retirement or removal. Information concerning the nominees for election at this Annual Meeting is set forth below.

Unless authority to vote for any of these nominees is withheld, the shares represented by a validly executed proxy will be voted “FOR” the election of each of Ms. Jones and Messrs. Colvin, Jones, Kaufman, Keating, Mutch and Srinivasan for a one-year term. Each nominee has indicated his or her willingness to serve as a director, if elected.

A biography for each director nominee follows and, if applicable, arrangements under which a director was appointed to the board of directors or information regarding any involvement in certain legal or administrative proceedings is provided. Additional information about the experiences, qualifications, attributes, or skills of each director and director nominee in support of his or her service on the board of directors is also provided.

DIRECTOR NOMINEES

Mr. Colvin is a director of Viavi Solutions Inc. (Nasdaq: VIAV), a global provider of network test, monitoring and assurance solutions, and a director of Maxeon Solar (NASDAQ: MAXN). He was formerly a director of UTAC Holdings, Ltd. A, a private Singapore technology company. He wascompany, and a director of Applied Micro Circuits Corporation from 2007 to 2011. Mr. Colvin previously served as Chief Financial Officer of Caesars Entertainment Corporation from November 2012 to January 2015 and before that was Executive Vice President and Chief Financial Officer of ON Semiconductor Corp. from April 2003 to October 2012. Prior to joining ON Semiconductor, he held a number of financial leadership positions, including Vice President of Finance and Chief Financial Officer of Atmel Corporation, Chief Financial Officer of European Silicon Structures as well as several financial roles at Motorola Inc.

Mr. Colvin earned his B.A. in Economics, with honors, and an M.B.A. from the University of Strathclyde in Scotland. Mr. Colvin’s qualifications and extensive experience include financial management, capital structure, financial strategy, significant public company leadership and board experience, and recent experience in the hospitality industry which the Company serves.

Dana Jones is the Chief Executive Officer and a director of RealPage, Inc. a provider of software and data analytics for the real estate industry. Prior to RealPage, Ms. Jones was the Chief Executive Officer of Sparta Systems, the market leader in digital enterprise quality management software for the life sciences space.space, from March 2018 until March 2021 when Sparta was acquired by Honeywell (Nasdaq: HON). She also servesserved as a director of RealPage, Inc. (Nasdaq: RP), a provider of software and data analytics forfrom October 2019 to April 2021 when the real estate industry (since October 2019).company was acquired by Thoma Bravo. Prior to joining Sparta in April 2018, Dana served as Chief Executive Officer of Active Network, the leader in activity and event management software, during 2016 and 2017. Before joining Active Network, Ms. Jones was Chief Marketing Officer and Senior Vice President of Products for Sabre Airline Solutions, a global provider of software to the airline industry, from 2012 to 2017. Prior to Sabre, Ms. Jones co-founded Noesis Energy, and served as Executive

Vice President of Product, Sales, Marketing, and Operations. Ms. Jones has held Executive and General Management positions for early stage and global publicly traded enterprise software companies over the last 20 years, including the Reynolds Company and Vignette. She started her career as a management consultant with A.T. Kearney.

Ms. Jones also serves on the board of directors of Zapata Computing, a leading enterprise software company for NISQ-based quantum applications.

Ms. Jones graduated Summa Cum Laude and holds a BSE in industrial and operations engineering from the University of Michigan. Ms. Jones is an accomplished software executive with decades of experience leading and growing cloud-based global enterprise software businesses.

Mr. Jones is the Executive Vice President, Chief Ethics and Legal Officer of LiveRamp Holdings, Inc. (NYSE: RAMP), a software-as-a-service (SaaS) company that provides the identity platform for powering exceptional experiences. His responsibilities include oversight of its legal, privacy and security teams and various strategic initiatives, including the strategy and execution of mergers and alliances.alliances, as well as serving as a director of most wholly owned subsidiary companies. Prior to joining LiveRamp, which is the successor entity to Acxiom Corp., inSeptember 2018, Mr. Jones was the Chief Ethics and Legal Officer at Acxiom since 1999, where he oversaw all legal and data ethics matters.matters, and was a director of most wholly owned subsidiary companies. Prior to joining Acxiom, Mr. Jones was a partner with the Rose Law Firm in Little Rock, Arkansas, where he specialized in problem solving and business litigation for 19 years, representing a broad range of business interests. Previously he was a Director of Entrust, Inc. (Nasdaq: ENTU).

Mr. Jones is a 1980 graduate of the University of Arkansas School of Law and holds a bachelor’s degree in public administration from the University of Arkansas. As the Chief Ethics and Legal Officer of a SaaS company, Mr. Jones has extensive experience with legal, privacy, and security matters. He has also led the strategy and execution of mergers and alliances and international expansion efforts.

Mr. Kaufman is the Chief Executive Officer of MAK Capital, a financial investment advisory firm based in New York, NY, which he founded in 2002. In addition, Mr. Kaufman has served as a director of Skyline Champion Corporation (NYSE: SKY) since June 2018.

Mr. Kaufman holds a B.A. in Economics from the University of Chicago, where he also received his M.B.A. He also earned a law degree from Yale University. As Chief Executive Officer of MAK Capital, a significant shareholder of the Company, Mr. Kaufman is especially qualified to represent the interests of the Company’s shareholders as a director and chairman of the board. Additionally, Mr. Kaufman’s qualifications and experience include capital markets, investment strategy and financial management.

Mr. Keating has been a consultant, providing investment advice and other services to private and public companies and private equity firms since 2008. Mr. Keating also serves as a director of MagnaChip Semiconductor Corporation (NYSE: MX), a specialist in OLED panel technology and a designer/manufacturer of analog and mixed signal semiconductor platform solutions (since August 2016). Previously he was a director of Vitamin Shoppe Inc., a retailer of nutritional supplements, from April 2018 until it was taken private in December 2019, and Red Lion Hotels Corporation from July 2010 until June 2017, serving as Chairman of the Board from May 2013 to 2015.

During the past five years, Mr. Keating also served on the boards of directors of the following public companies: SPS Commerce, Inc., a provider of cloud-based supply chain management solutions (from March 2018 to May 2019), API technologies Corp. (2011 to 2016), ModSys international Limited (formerly BluePhoenix solutions Limited, 2010 to 2016), and Harte Hanks Inc. a global marketing services firm (2017 until July 2020).

Mr. Keating holds a B.A. from Rutgers University as well as both an M.S. in Accounting and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. Mr. Keating has substantial experience leading public companies in the technology and hospitality industries and is qualified in global operations, financial management and strategy and capital markets.

Mr. Mutch ishas served as managing partner of MV Advisors LLC (“MV Advisors”), a strategic block investment firm founded bythat provides focused investment and strategic guidance to small and mid-cap technology companies, since founding the firm in December 2005. From December 2008 to January 2014, Mr. Mutch in Januaryserved as President, CEO and Chairman of 2006. He is chairmanthe Board of Directors of BeyondTrust Software, a privately-held security software company. Mr. Mutch has served as Chairman of the board of directors of Aviat Networks, Inc. (NASDAQ: AVNW), a global supplierprovider of microwave networking solutions, (sincesince February 2015, and has served on the board of directors since January 2015), and a director2015. Previously, Mr. Mutch served on the board of directors of Maxwell Technologies, anInc. (formerly NASDAQ: MXWL), a manufacturer of energy storage and power deliverydeliver solutions for automotive, heavy transportation, renewable energy, backup power, wireless communications and industrial and consumer electronics applications, from April 2017 to May 2019, YuMe, Inc. (NYSE: YUME), a provider of digital video brand advertising solutions, from July 2017 to February 2018, at which time the company (since April 2017).was acquired by RhythmOne PLC (LON: RTHM), a technology-enabled digital media company, and Mr. Mutch served as Chairman and Chief Executive Officer of BeyondTrust Software, a privately held security software company focused on privilege identity management solutions, from 2008 to 2013. He previously servedcontinued serving as a director on the RhythmOne PLC board of YuMe,directors until January 2019, and Steel Excel, Inc. (formerly OTCPK:SXCL), a data analysis platform for television advertising (from 2017provider of drilling and production services to 2018),the oil and gas industry and a provider of Steel Excel, an oilfield service company (from 2008event-based sports services and other health-related services, from 2007 to 2016).May 2016.

Mr. Mutch holds a B.S. in Economics from Cornell University and an M.B.A. from the University of Chicago. As a former chief executive officer and board member of many technology companies, Mr. Mutch has extensive experience in the technology industry, restructuring, financial management and strategy, capital markets, sales management, and marketing.

Mr. Srinivasan has been President and Chief Executive Officer of the Company since January 3, 2017. He also serves on the board of advisors for Symbotic, a supply chain robotics and solutions company. He previously served as CEO of Ooyala, a Silicon Valley based provider of a suite of technology offerings in the online video space, from January 2016 to November 2016. From March 2015 to November 2015, he was President and CEO of Innotrac Corp., an ecommerce fulfillment provider which merged with eBay Enterprise to form Radial Inc. in 2015. Prior to that, Mr. Srinivasan served as President and CEO of Bally Technologies Inc. (NYSE: BYI) from December 2012 to May 2014, and President and COO from April 2011 to December 2012; he started as Executive Vice President of Bally Systems in March 2005. Mr. Srinivasan was with Manhattan Associates from 1998 to 2005, where his last position was Executive Vice-President of Warehouse Management Systems.

Mr. Srinivasan holds a Post-Graduate Diploma in Management (MBA) from the Indian Institute of Management, Bangalore, India, and a degree in Engineering from the Indian Institute of Technology (Banaras Hindu University), Varanasi, India. Mr. Srinivasan has nearly three decades of hands-on enterprise software development, execution and senior technology management leadership and strategy expertise and accomplishments, including experience and expertise in driving performance at high growth technology companies and helping them scale their business profitably.

Vote Required

The nominees for election as directors will be elected if they receive the greatest number of votes cast at the Annual Meeting present virtually or represented by proxy and entitled to vote. Abstentions and broker non-votes will have no effect on the election of directors.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES. PROXY CARDS RECEIVED BY THE COMPANY WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE ON THE PROXY CARD.

Our board of directors recommends that shareholders approve the issuance of the Company’s common stock and additional Convertible Preferred Stock issuable pursuant to the terms of the Convertible Preferred Stock to the Holders in accordance with NASDAQ Listing Rule 5635(b).

Background

General

On May 22, 2020, the Company completed the issuance and sale (the “Private Placement”) of 1,735,457 shares of Convertible Preferred Stock to MAK Capital Fund L.P., a Bermuda Islands limited partnership, and MAK Capital Distressed Debt Fund I, LP, a Delaware limited partnership, pursuant to the terms of the Investment Agreement (the “Investment Agreement”), dated as of May 11, 2020, between the Company and MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”). Following the closing of the Private Placement, MAK Capital, together with its affiliates, owned shares of the Company’s common stock and Convertible Preferred Stock representing approximately 16.28% of the Company’s common stock on an as-converted basis. The Private Placement resulted in aggregate proceeds of approximately $35 million. The proceeds will be used primarily for working capital, expenses incurred in connection with the Private Placement and other general corporate purposes.

A special transaction committee of independent directors (the “Transaction Committee”) was established by our board of directors to review, evaluate and consider the proposed terms of the Private Placement, as well as other alternatives available to the Company, and determine if the Private Placement is in the best interests of the Company and its shareholders. In connection with the foregoing, the Transaction Committee engaged J. Wood Capital Advisors LLC (“J. Wood Capital Advisors”) as financial advisor. Following an evaluation of the Private Placement proposal and other potential financing alternatives and upon consultation with J. Wood Capital Advisors, the Transaction Committee concluded that the Private Placement was in the best interests of the Company and its shareholders. Accordingly, the Transaction Committee and its financial and legal advisors engaged in extensive negotiations with MAK Capital with respect to various aspects of the Private Placement, including the proposed pricing. Having received the unanimous recommendation of the Transaction Committee, our board of directors (excluding Mr. Kaufman, the Chief Executive Officer of MAK Capital and chairman of the board of directors, who did not participate in deliberations) determined that the Private Placement is in the best interests of the Company and its shareholders.

Description of the Convertible Preferred Stock

The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions on liquidation, winding-up and dissolution. Upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock is entitled to receive an amount per share equal to the greater of (i) the purchase price paid by MAK Capital, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the Holder would have been entitled to receive at such time if the Convertible Preferred Stock were converted into common stock.

The Holders are entitled to dividends on the Liquidation Preference at the rate of 5.25% per annum, payable either (i) 50% in cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Company. The Holders are not entitled to participate in dividends declared or paid on the common stock on an as-converted basis; however, certain adjustments to the Convertible Preferred Stock may be made in the event of such dividends as described further below.  Any dividend amounts that are required to be paid in cash but are not timely paid will be added to the Liquidation Preference.

On and after the fifth anniversary of the date the Convertible Preferred Stock is initially issued, the Company will have the right, and the Holders will have the right to require the Company, in each case, at the initiating party’s election, to redeem all of the then-outstanding Convertible Preferred Stock for an amount equal to the Liquidation Preference.

Each Holder has the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of common stock at a conversion price equal to $20.1676 per share (as may be adjusted from time to time, as described further below).

The Holders are entitled to customary anti-dilution adjustments to the conversion price, the Liquidation Preference and/or the number of outstanding shares of Convertible Preferred Stock for (i) any stock split, stock dividend or similar events, (ii) dividends or distributions made to equityholders of the Company to the extent such dividends or distributions are not made to the Holders, including any dividends on common stock, (iii) in respect of certain issuances of common stock or equity-linked securities occurring during the first eighteen months following the date the Convertible Preferred Stock is initially issued, at a price per common stock that is less than the average of the closing prices of the common stock over the five trading days before the issuance, and (iv) repurchases or redemptions of common stock at a price greater than fair market value. Certain of the anti-dilution adjustments, including those described in (ii) and (iii) above, are limited by a minimum price floor of $18.09 based on the average closing price for the Company’s common stock for the five trading days immediately preceding the date of the Investment Agreement as detailed in the Certificate of Amendment to the Company’s Amended Articles of Incorporation filed in connection with the Private Placement (the “Certificate of Amendment”).

Pursuant to the terms of the Certificate of Amendment, unless and until approval of the Company’s shareholders is obtained as contemplated by NASDAQ listing rules (the “Shareholder Approval”), no Holder may convert shares of Convertible Preferred Stock through either an optional or a mandatory conversion into shares of our common stock if and solely to the extent that such conversion would result in the Holder beneficially owning in excess of 19.9% of then-outstanding common stock or aggregate voting power of the Company (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain outstanding as Convertible Preferred Stock. Under certain circumstances, the anti-dilution adjustment may result in the issuance of additional shares of Convertible Preferred Stock, but such issuance will not be made if and solely to the extent such issuance would result in the Holder beneficially owning in excess of 19.9% of the aggregate voting power of the Company (the “Voting Limitation”). The Company has the right to settle, in whole or in part, any conversion at the request of a Holder in cash.

Subject to certain conditions, the Company may, at its option, require conversion of all of the outstanding shares of Convertible Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date the Company notifies the Holders of the election to convert, the daily volume-weighted average price of the common stock is at least 150% of the conversion price.

The Holders are entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the shareholders of the Company, and except as otherwise provided by the Company’s Amended Articles of Incorporation or required by law, the Holders and holders of common stock will vote together as one class on all matters. Additionally, certain matters require the approval of two-thirds of the outstanding Convertible Preferred Stock, voting as a separate class, including (i) amendments, alterations, repeal or changes to the rights, preferences or privileges of the Convertible Preferred Stock, (ii) the authorization, creation, increase in the authorized amount of, or issuance of any class or series of senior or parity equity securities or any security convertible into shares of senior or parity equity securities, (iii) amendments, modifications or repeal of any provision of the Company’s Amended Articles of Incorporation or Amended Code of Regulations that would adversely affect the rights, preferences or voting powers of the Convertible Preferred Stock and (iv) certain business combinations and binding or statutory share exchanges or reclassification involving the Convertible Preferred Stock unless such events do not adversely affect the rights, preferences or voting powers of the Convertible Preferred Stock.

If the Company undergoes a Change of Control (as defined below), the Company has the right, and each Holder has the right, in each case, at the initiating party’s election, to require the Company to repurchase all or a portion of its then-outstanding shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for a Change of Control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued, (ii) 125% of the then-current Liquidation Preference for a Change of Control

occurring on or following the third anniversary and prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current Liquidation Preference for a Change of Control occurring on or following the fifth anniversary of the date the Convertible Preferred Stock is initially issued.

A “Change of Control” means the consummation of (i) a transaction or a series of transactions resulting in a person or a group (other than the Company or its wholly owned subsidiaries or a Holder (together with its Affiliates)) beneficially owning shares of the Company’s common equity representing more than 50% of the outstanding voting power of the Company, (ii) a sale, lease or other transfer of all or substantially all of the assets of the Company and its subsidiaries and (iii) (a) a recapitalization, reclassification or change of the Company’s common shares resulting in the conversion or exchange of all of the Company’s common stock into other securities, other property or assets or (b) a share exchange, consolidation or merger of the Company pursuant to which all shares of the Company’s common stock are converted into cash, securities or other property or assets, in each case of (a) and (b), other than a transaction in which the holders of the Company’s common stock immediately prior to such transaction own more than 50% of the common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior thereto; provided, however, that a merger or consolidation of the Company solely for the purpose of changing its jurisdiction of incorporation to another state of the United States that results in a reclassification, conversion or exchange of the outstanding common stock solely into common equity interests of the surviving entity does not constitute a Change of Control.

NASDAQ Listing Rules

Because our common shares are listed on the NASDAQ Global Select Market (“NASDAQ”), we are subject to the NASDAQ Listing Rules, including Rule 5635(b). Pursuant to Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance may result in a change of control of the issuer. Pursuant to NASDAQ rules and guidance, a change of control may be deemed to occur when, as a result of an issuance, an investor or a group would own, or have the right to acquire, 20% or more of the outstanding shares of common stock or voting power of the issuer, and such ownership or voting power would be the largest ownership position of the issuer. While MAK Capital, together with its affiliates, owned shares of the Company’s common stock and Convertible Preferred Stock representing approximately 16.28% of the Company’s common stock on an as-converted basis as of the closing of the Private Placement, optional or mandatory conversion of the Convertible Preferred Stock and certain anti-dilution adjustments could, in the future, result in MAK Capital and its affiliates beneficially owning in excess of the Ownership Limitation or the Voting Limitation.

Accordingly, to comply with NASDAQ Listing Rule 5635(b), we are seeking shareholder approval as required by NASDAQ Listing Rule 5635(b) (as described above) to enable us to issue a number of shares of our common stock and/or the Convertible Preferred Stock in connection with the Private Placement that would result in a Holder beneficially owning in excess of the Ownership Limitation or the Voting Limitation, as applicable, which shares include the shares of our common stock issuable upon conversion of the Convertible Preferred Stock and shares of Convertible Preferred Stock issuable in connection with certain anti-dilution adjustments.

Effect of Issuance

Approval of proposal 2 would enable us to issue a number of shares of our common stock and/or the Convertible Preferred Stock that would result in a Holder beneficially owning in excess of the Ownership Limitation or the Voting Limitation, as applicable. The issuance of such shares would result in dilution to our shareholders, and would afford our shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company. The sale or any resale of our common stock issued upon conversion of the Convertible Preferred Stock could cause the market price of our common stock to decline.

If proposal 2 is approved, the issuance of our common stock or Convertible Preferred Stock could have an anti-takeover effect because such issuance would make it more difficult for, or discourage an attempt by, a party to obtain control of the Company by tender offer or other means. The issuance of our common stock or Convertible Preferred Stock will increase the number of shares entitled to vote, increase the number of votes required to approve a change of control of the Company, and dilute the interest of a party attempting to obtain control of the Company. Our board of directors does not have any current knowledge of any effort by any third party to accumulate the

Company’s securities or obtain control of the Company by any means. Moreover, pursuant to the Investment Agreement, MAK Capital has agreed not to (i) acquire additional securities of the Company if such acquisition would result in MAK Capital beneficially owning in excess of 25% of the outstanding shares of the Company’s common stock (including all shares of common stock issuable upon conversion of the Convertible Preferred Stock without regard to the Ownership Limitation), or (ii) seek to effect a merger, tender offer or an acquisition of the Company, in each case, until the later of May 22, 2023 and the date on which MAK Capital no longer has record or beneficial ownership of shares of the Company’s common stock and Convertible Preferred Stock (including all shares of common stock issuable upon conversion of the Convertible Preferred Stock without regard to the Ownership Limitation) that constitute at least 10% of the outstanding common stock.

Consequences if Shareholder Approval is Not Obtained

If we do not obtain the Shareholder Approval, no Holder may convert shares of Convertible Preferred Stock through either an optional or a mandatory conversion into shares of our common stock if and solely to the extent that such conversion would result in the Holder beneficially owning in excess of the Ownership Limitation and any portion in excess of such limitation will remain outstanding as the Convertible Preferred Stock. Under certain circumstances, the anti-dilution adjustment may result in the issuance of additional shares of Convertible Preferred Stock, but such issuance will not be made if and solely to the extent such issuance would result in the Holder beneficially owning in excess of the Voting Limitation.

Pursuant to the terms of the Certificate of Amendment, we are required to continue to seek Shareholder Approval at each future regular annual meeting of shareholders until such time after the Shareholder Approval is obtained or, if sooner, the date that the Holders of a majority of the then-outstanding shares of Convertible Preferred Stock provide notice to the Company that they no longer seek such Shareholder Approval.

Vote Required

ApprovalThe nominees for election as directors will be elected if they receive the greatest number of votes cast at the issuance of the Company’s common stock and additional Convertible Preferred Stock issuable pursuant to the terms of the Convertible Preferred Stock to the Holders Annual Meeting present in accordance with NASDAQ Listing Rule 5635(b) requires the affirmative vote of the holders of shares representing a majority of the common shares present virtuallyperson or represented by proxy and entitled to vote. Abstentions and broker non-votes will have no effect on the election of directors.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES. PROXY CARDS RECEIVED BY THE COMPANY WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE ON THE PROXY CARD.

In this section of the Proxy Statement, we sometimes refer to the Company as an Ohio corporation before the Reincorporation as “Agilysys (Ohio)” and the Company as a Delaware corporation after the Reincorporation as “Agilysys (Delaware).”

Introduction

On October 8 2021, for the reasons discussed below, the Board of Directors (the “Board”) approved and declared it as advisable and in the best interests of the Company and our shareholders to change the state of our incorporation from the State of Ohio to the State of Delaware, subject to approval by our shareholders at the Annual Meeting. The reincorporation will be effected pursuant to the plan of conversion to be filed by the Company (the “Plan of Conversion”), in the form attached to this Proxy Statement as Annex A. In accordance with Ohio and Delaware law, the Plan of Conversion includes the Ohio certificate of conversion and the Delaware certificate of conversion and the certificate of incorporation that will govern the resulting Delaware corporation (the “Delaware Certificate of Conversion” and the “Delaware Certificate of Incorporation,” respectively). Accordingly, approval of the proposal (the “Reincorporation Proposal”) to reincorporate the Company from the State of Ohio to the State of Delaware (the “Reincorporation”) pursuant to the Plan of Conversion will also constitute approval and adoption of the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, and an authorization pursuant to the Delaware Certificate of Incorporation to adopt the Delaware bylaws (the “Delaware Bylaws”) to conform to the requirements of the Delaware General Corporation Law (the “DGCL”).

The principal effects of the Reincorporation, if approved by our shareholders and effected, will be that:

Plan of Conversion

To accomplish the Reincorporation, the Board has adopted the Plan of Conversion, in the form attached to this Proxy Statement as AnnexA. The Plan of Conversion provides that we will convert into a Delaware corporation and thereafter will be subject to all of the provisions of the DGCL. As required by Ohio and Delaware law, the Plan of Conversion includes the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws for Agilysys (Delaware).

Assuming that holders of two-thirds of the outstanding voting power of our capital stock vote thereon.in favor of this Reincorporation Proposal and the Board does not elect to delay or terminate the Reincorporation, we will cause the Reincorporation to be effected on October 1, 2021, the first day of our third fiscal quarter, by filing with (1) the Secretary of State of the State of Ohio certificate of conversion, substantially in the form attached as Exhibit A toAnnex A (the “Ohio Certificate of Conversion”), and (2) the Secretary of State of the State of Delaware (i) the Delaware Certificate of Conversion, substantially in the form attached hereto as Exhibit B to Annex A and (ii) the Delaware Certificate of Incorporation, which will govern Agilysys (Delaware), substantially in the form attached hereto as Exhibit C to AnnexA.

With respect to the Company’s Series A Convertible Preferred Stock, changes to the rights and preferences be set forth in the Certificate of Designation in substantially the form attached here to as Exhibit D to Annex A that we intend to file with the Secretary of State of the State of Delaware in connection with the Reincorporation. The changes in rights and preferences are limited to a few non-substantive changes to reflect the change from Ohio to Delaware law, resulting in no material differences between terms of the Series A Convertible Preferred Stock of Agilysys (Delaware) following the Reincorporation and the Series A Convertible Preferred Stock of Agilysys (Ohio) that are currently outstanding.

Approval of this Proposal by our shareholders will constitute approval of the Plan of Conversion, the Ohio Certificate of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, the Certificate of Designation, and the authorization to adopt the Delaware Bylaws (in the form attached hereto as ExhibitE to Annex A) for Agilysys (Delaware).

If the Reincorporation is approved by our shareholders and the Board does not elect to delay or terminate the Reincorporation, the Reincorporation would become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Ohio) of the Ohio Certificate of Conversion and the filing (and acceptance thereof by the Secretary of State of the State of Delaware) of the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation, or at such later date and time specified therein, as determined by the Board.

Certain Risks Associated with the Reincorporation

Notwithstanding the belief of our Board as to the benefits to our shareholders of the Reincorporation, there can be no assurance that the Reincorporation will result in the anticipated benefits discussed in this proxy statement, including the benefits of or resulting from incorporation in the State of Delaware, the ability to attract and retain qualified directors and officers or certain changes in our corporate governance. In addition, the Delaware Certificate of Incorporation and the Delaware Bylaws, in comparison to our Ohio articles of incorporation and Ohio code of regulations, contain or eliminate certain provisions that may have the effect of reducing certain rights of shareholders.

Furthermore, Agilysys (Delaware) will not be subject to certain statutory takeover provisions that currently apply to Agilysys (Ohio), which could impact Agilysys (Delaware)’s ability to resist or negotiate in the event of a takeover bid that the Board believes is not in the best interests of

Agilysys(Delaware)oritsshareholders.However,Agilysys(Delaware) will be subject to some statutory provisions of Delaware law that may have anti-takeover effects, such asSection 203 of the DGCL. See “How Do Shareholder Rights Differ Before and After the Reincorporation?” belowformore details.

Reasons for Reincorporation

The Board has approved the Reincorporation because the corporate laws of the State of Delaware are more comprehensive, widely-used and extensively interpreted than the corporate laws of other states, including Ohio. The State of Delaware is recognized for adopting comprehensive, modern and flexible corporate laws, which are amended periodically to respond to the changing legal and business needs of corporations. As a result of the flexibility and responsiveness of the Delaware corporate laws to the legal and business needs of corporations, many major corporations are incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to the Reincorporation that we are proposing. Delaware has established a specialized court, the Court of Chancery, which has exclusive jurisdiction over matters relating to the DGCL. The Delaware judiciary has become particularly familiar with corporate law matters, and a substantial body of court decisions has developed construing the laws of Delaware, thus providing greater clarity and predictability with respect to our corporate legal and governance affairs. We believe this will assist our Board and management in making corporate decisions and taking corporate actions with greater assurance as to the validity and consequences of those decisions and actions.

In addition, we believe the Reincorporation will enhance our ability to attract and retain talented and experienced directors and officers in the future, because many candidates for such roles are already familiar with Delaware law from their past business experience. The vast majority of public companies are incorporated in Delaware. Delaware law is not only more familiar to directors than Ohio law, but it also offers greater certainty and stability from the perspective of those who serve as corporate directors and officers. As a result, we believe the Reincorporation will enable us to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.

The Reincorporation also will result in certain shareholder-friendly corporate governance changes. The OGCL and Agilysys (Ohio)’s current articles of incorporation and code of regulations provide that many corporate actions, including amendments to the articles of incorporation and business combination transactions such as mergers, must be approved by two-thirds of the outstanding voting power of the Company. In addition, the Ohio articles of incorporation require certain business combination transactions with interested shareholders to be approved by 80% of the Company’s outstanding voting power. In connection with the Reincorporation, the Delaware Certificate of Incorporation and the Delaware Bylaws will provide that the approval of a majority of the voting power is required to approve business combination transactions and amendments to the Delaware Certificate of Incorporation. The Board believes that a majority voting standard for most shareholder actions will ensure that actions may be taken to reflect the expressed views of the holders of a majority of the voting power, rather than requiring that a supermajority percentage of the Company’s outstanding shares be voted in favor of a proposal, which can result in the failure of the proposal to be approved if too many shareholders simply fail to vote either for or against the proposal.

For these and other reasons, we believe that reincorporating in Delaware will directly benefit our shareholders. The Board is not proposing the Reincorporation to prevent a change in control of the Company, nor is it aware of any present attempt by any person to acquire control of the Company or to obtain representation on the Board.

Why You Should Vote for the Reincorporation

Delaware is a nationally recognized leader in adopting and implementing comprehensive, modern and flexible corporate laws. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws, including the Ohio General Corporation Law (“OGCL”).

In addition, Delaware courts (such as the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable expertise in dealing with corporate legal issues and for producing a substantial body of case law construing Delaware law, with multiple cases concerning areas that Ohio courts may not have considered.

Because the judicial system is based largely on legal precedents, the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate law, which in turn may offer added advantages to us by allowing the Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions.

The Reincorporation also may make it easier to attract future candidates willing to serve on the Board because many such candidates are already familiar with Delaware law, including provisions of the DGCL relating to fiduciary duties and director indemnification, from their past business experience.

In addition, in the opinion of our Board, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising programs for corporations having the greater flexibility afforded by Delaware law. Certain investment funds, sophisticated

investors, and brokerage firms may be morecomfortableand morewillingtoinvestinaDelawarecorporationthaninacorporationincorporatedinanotherU.S.jurisdictionwhosecorporatelaws maybelessunderstoodorperceivedtobeunresponsive toshareholderrights.

Effects of the Reincorporation

Aside from being governed by the Delaware Certificate of Incorporation, the Delaware Bylaws and the DGCL, for all other purposes, Agilysys (Delaware) will be the same entity as Agilysys (Ohio) immediately prior to the Reincorporation. By virtue of the Reincorporation, all of the rights, privileges and powers of Agilysys (Ohio), all property owned by Agilysys (Ohio), all debts due to Agilysys (Ohio) and all other causes of action belonging to Agilysys (Ohio) immediately prior to the Reincorporation will remain vested in Agilysys (Delaware) following the Reincorporation. In addition, by virtue of the Reincorporation, all debts, liabilities and duties of Agilysys (Ohio) immediately prior to the Reincorporation will remain attached to Agilysys (Delaware) following the Reincorporation. We will remain as the same entity following the Reincorporation, and the Reincorporation will not result in any change in our business, employees or operations or the location of our principal executive offices. The Reincorporation will not affect our daily business operations, our organizational structure or our consolidated financial condition and results of operations. In addition, the Reincorporation will not alter the composition of management or our Board.

Upon effectiveness of the Reincorporation, all of our issued and outstanding shares of common stock automatically will be converted into issued and outstanding shares of common stock of Agilysys (Delaware), and all of all of our issued and outstanding shares of Series A Convertible Preferred Stock automatically will be converted into issued and outstanding shares of Series A Convertible Preferred Stock of Agilysys (Delaware), without any action on the part of our shareholders. The Reincorporation will have no effect on the transferability of our shares or the trading of our shares of common stock on the Nasdaq Global Select Market under the same trading symbol “AGYS.” We will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC. Shares of our common stock that are freely tradable prior to the Reincorporation will continue to be freely tradable after the Reincorporation, and shares of our common stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions as after the Reincorporation. The Reincorporation will not change the respective positions of our Company or our shareholders under federal securities laws.

Upon effectiveness of the Reincorporation, our directors and officers will become the directors and officers of Agilysys (Delaware), our employee benefit and incentive plans will become Agilysys (Delaware) plans, and each option, equity award or other right issued under such plans automatically will be converted into an option, equity award or right to purchase or receive the same number of shares of Agilysys (Delaware) common stock, at the same price per share, upon the same terms and subject to the same conditions as before the Reincorporation. Our employee benefit arrangements also will be continued by us upon the terms and subject to the conditions in effect at the time of the Reincorporation.

We believe that the Reincorporation will not affect any of our material contracts with any third parties, and that our rights and obligations under such material contractual arrangements will continue as our rights and obligations after the Reincorporation.

Our shareholders will not be required to exchange their stock certificates for new stock certificates. Following the effective time of the Reincorporation, any stock certificates submitted to our transfer agent for transfer will automatically be exchanged for stock certificates of Agilysys (Delaware). Our shareholders should not destroy any stock certificate(s) and should not submit any certificate(s) to us or our transfer agent unless and until requested to do so.

Under our current Ohio articles of incorporation, we are authorized to issue up to 80,000,000 shares of common stock and up to 5,000,000 shares of preferred stock, of which 1,735,457 shares have been designated as Series A Convertible Preferred Stock. Upon completion of the Reincorporation and under the Delaware Certificate of Incorporation, the Company’s authorized capital will continue to be 80,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 1,735,457 shares will be designated as Series A Convertible Preferred Stock.

Under both the current Ohio articles of incorporation and the Delaware Certificate of Incorporation, as amended by the Certificate of Designation, the Board may issue the remaining undesignated shares of preferred stock in one or more series and may establish the designations, preferences and rights, including voting rights, of each series. These shares of preferred stock of Agilysys (Ohio) are, and the shares of preferred stock of Agilysys (Delaware) would be (upon the filing of a certificate of designation with the Delaware Secretary of State pursuant to a Board resolution), available for issuance from time to time to any person for such consideration as the Board may determine without the requirement of further action by our shareholders, except as required by the Nasdaq Global Select Market or other exchange on which our shares are then listed. These shares of preferred stock may be issued for any proper corporate purpose. Some potential corporate purposes include the issuance in a public or private sale for cash as a means of obtaining additional capital for use in our business and operations, issuance as part or all of the consideration required to be paid for acquisitions of other business assets and issuance as a share dividend to equity holders. The Board does not intend to issue any preferred stock except on terms that the Board deems to be in the best interests of Agilysys (Delaware) and its shareholders. Depending on its terms, the issuance of preferred stock may or may not have a dilutive effect on the equity interest or voting power of the then current shareholders of the Company.

Although our Board has no present intention to do so, authorized but unissued and undesignated shares of preferred stock may also be issued as a defense to an attempted takeover. For example, the Board could, to the extent consistent with the directors’ fiduciary duties, sell a block of preferred stock to a “white knight” or to persons who are loyal to current management, thereby diluting the share ownership of persons seeking to obtain control. The Board could utilize the authorized but unissued and undesignated preferred stock to fund a new rights plan or “poison pill.”

Differences Between the Agilysys (Ohio) Articles of Incorporation and Code of Regulations and the Agilysys (Delaware) Certificate of Incorporation and Bylaws

The provisions of the Delaware Certificate of Incorporation and the Delaware Bylaws will be similar in substance to those of the Company’s existing Ohio articles of incorporation and Ohio code of regulations in most respects. The differences include but are not limited to:

For a discussion of the legal changes that will result from the Reincorporation, see “What are the Changes to Shareholder Rights Before and After the Reincorporation?” as well as ExhibitsC and E, respectively, to the Plan of Conversion, which is attached as AnnexA to this proxy statement.

Effect of Vote for Reincorporation

A vote in favor of the Reincorporation is a vote in favor of the Plan of Conversion, the Ohio Certificate of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws. If shareholders approve the proposal to reincorporate the Company from the State of Ohio to the State of Delaware and the Company files the Ohio Certificate of Conversion with the Ohio Secretary of State and the Delaware Certificate of Conversion and Delaware Certificate of Incorporation with the Delaware Secretary of State, and such filings become effective, the Company will become subject to Delaware law, the Delaware Certificate of Incorporation, and the Delaware Bylaws. In addition, the Company will enter into a new indemnification agreement with each director and executive officer of Agilysys (Delaware), based upon provisions of Delaware law, substantially in the form attached as ExhibitF to Annex A (the “Delaware Indemnification Agreement”).

Effect of Not Obtaining Required Vote for Approval

If we fail to obtain the requisite vote of our shareholders for approval of the Reincorporation, the Reincorporation will not be consummated and we will continue to be incorporated under the laws of the State of Ohio and governed by the OGCL, the current articles of incorporation of Agilysys (Ohio), and our existing code of regulations.

Amendments, Termination and Abandonment of the Plan of Conversion

The Plan of Conversion may be amended or modified by the Board prior to effecting the Reincorporation, provided that the Board determines that such amendment would be in the best interests of Agilysys (Ohio) and our shareholders, and provided further that, if shareholder approval has been obtained, the amendment does not alter or change any of the terms and conditions of the Plan of Conversion in a manner that adversely affects our shareholders.

The Reincorporation may be delayed by the Board, or the Plan of Conversion may be terminated and abandoned by action of the Board, at any time prior to the effective time of the Reincorporation, whether before or after approval by our shareholders, if the Board determines for any reason that such delay or termination would be in the best interests of Agilysys (Ohio) and our shareholders.

Appraisal and Dissenters’ Rights

Under Ohio law, shareholders will not be entitled to dissenters’ rights or appraisal rights as a result of the Reincorporation.

How Do Shareholder Rights Differ Before and After the Reincorporation?

Set forth below is a table comparing the rights of the shareholders of the Company before and after the Reincorporation, including summaries of the differences between Ohio law and Delaware law and differences between the Company’s existing articles of incorporation and code of regulations and the Delaware Certificate of Incorporation and Delaware Bylaws.

Material U.S. Federal Income Tax Consequence of the Reincorporation to U.S. Holders

The following is a summary of the material United States federal income tax consequences to U.S. holders (as defined below) of the Reincorporation. The discussion is based on the Code, regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below.

This summary does not discuss all aspects of United States federal income taxation which may be important to particular investors in light of their individual investment circumstances. For example, it does not consider the effect of any applicable state, local, or non-U.S. tax laws, or any non-income tax laws (such as estate and gift tax laws). In addition, it does not address all aspects of U.S. federal income taxation that may affect particular holders in light of their particular investment or tax circumstances, including, without limitation, holders subject to special tax rules, such as partnerships, subchapter S corporations or other entities that are fiscally transparent for U.S. federal income tax purposes, banks, financial institutions, tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, trusts and estates, dealers in stocks, securities or currencies, traders in securities that have elected to use the mark-to-market method of accounting for their securities, persons holding our common stock as part of an integrated transaction, including a “straddle,” “hedge,” “constructive sale,” or “conversion transaction,” persons whose functional currency for tax purposes is not the U.S. dollar, persons who acquired our common stock pursuant to the exercise of stock options or otherwise as compensation, persons whose common stock constitutes qualified business stock with the meaning of Section 1202 of the Code, and persons who are not “U.S. persons” as defined below. This summary also does not consider any alternative minimum or Medicare “net investment income” tax considerations. Furthermore, this discussion does not address the tax consequences of transactions occurring prior to or after the Reincorporation (whether or not such transactions are in connection with the Reincorporation). This summary only applies to persons who hold our common stock and will hold Agilysys (Delaware) common stock as capital assets (generally, property held for investment) under the Code. Shareholders are urged to consult their tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations of the Reincorporation.

For purposes of this summary, a “U.S. holder” is a beneficial owner of our common stock who is, for United States federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2) a corporation created in, or organized under the laws of, the United States or any state or political subdivision thereof or the District of Columbia, (3) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (4) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that otherwise elected to be treated as a United States person under applicable United States Treasury regulations.

We believe that the Reincorporation of the Company from Ohio to Delaware should constitute a tax-free “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the Reincorporation will be treated for United States federal income tax purposes as a reorganization, (1) U.S. holders of Agilysys (Ohio)’s common stock will not recognize any gain or loss as a result of the consummation of the Reincorporation, (2) the aggregate tax basis of a U.S. holder in its shares of Agilysys (Delaware)’s common stock received in the Reincorporation will be equal to the aggregate tax basis of such U.S. holder in its shares of Agilysys (Ohio)’s common stock converted therefor, and (3) the holding period of a U.S. holder in its shares of Agilysys (Delaware)’s common stock received in the Reincorporation will include the holding period of such U.S. holder in its shares of Agilysys (Ohio)’s common stock converted therefor.

No ruling will be sought from the IRS with respect to the United States federal income tax consequences of the Reincorporation, and no assurance can be given that the United States federal income tax consequences described above will not be challenged by the IRS or, if challenged, will be upheld by a court. Accordingly, U.S. holders are urged to consult their tax advisors regarding the tax consequences of the Reincorporation.

EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE REINCORPORATION, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER LAWS.

Accounting Treatment

We expect that the Reincorporation will have no effect from an accounting perspective because there is no change in the entity as a result of the Reincorporation. As such, our financial statements previously filed with the SEC will remain our financial statements following the Reincorporation.

Regulatory Approvals

The Reincorporation will not be consummated unless and until shareholder approval is obtained. We will obtain all required consents of governmental authorities, including the filing of the Ohio Certificate of Conversion with the Secretary of State of the State of Ohio and the filing of the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the Secretary of State of the State of Delaware.

Required Vote

This proposal requires an affirmative vote of the holders of two-thirds of the outstanding shares of our common stock and Series A Convertible Preferred Stock, voting together as a single class. In addition, we have sought and obtained the separate class vote of the Series A Holders, although whether this is required by the terms of the Series A Convertible Preferred Stock is ambiguous.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. APPROVAL OF THE ISSUANCE OF THE COMPANY’S COMMON STOCK AND ADDITIONAL CONVERTIBLE PREFERRED STOCK ISSUABLE PURSUANT TO THE TERMS OF THE CONVERTIBLE PREFERRED STOCK TO THE HOLDERS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(B). PROXY CARDSRECEIVED BY THE COMPANY WILL BE VOTED “FOR” PROPOSAL 2 UNLESS THESHAREHOLDERSPECIFIESOTHERWISEONTHEPROXYCARD.

Background of the Exclusive Forum Proposal

We are askingIn the event the Reincorporation Proposal is approved, the Delaware Certificate of Incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our shareholders, directors, officers, or other employees to approve the Agilysys, Inc. 2020 Equity Incentive Plan, as amended and restated (the “2020 Plan”), which is a comprehensive equity incentive compensation plan that provides for various types of equity‑based compensation, including incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance share awards, cash awards and other equity-based awards.  The purpose of the 2020 Plan is to enable us to attract and retain the types of employees, consultants and directors who will contribute to our long range success; provide incentives that align the interests of our employees, consultants and directors with those of our shareholders; and promote the success of our business.

Upon the recommendation of the Compensation Committee, our Board of Directors unanimously approved the 2020 Plan on June 2,2020 (the “Effective Date”), subject to shareholder approval.  Our Board of Directors approved certain amendments to the 2020 Plan on October 2, 2020, subject to shareholder approval, which amendments are reflected in the full text of the 2020 Plan attached as Annex A to this proxy statement.  NASDAQ listing standards require that we submit the 2020 Planor to our shareholders, for approval.any action asserting a claim arising pursuant to the DGCL. In addition, the Internal Revenue CodeDelaware Certificate of 1986, as amended (the “Code”), requiresIncorporation will provide that, unless we obtain shareholder approvalconsent to the selection of an alternative forum, actions brought under the Securities Act must be brought in the federal district courts of the 2020 Plan in order to be able to issue incentive stock options under the 2020 Plan.  If our shareholders do not approve the 2020 Plan, then the 2020 Plan will not become effective, and any grants made under the 2020 Plan prior to the date of the Annual Meeting will be void.  If our shareholders approve the 2020 Plan, then our 2016 Stock Incentive Plan, as amended (the “2016 Plan”) will terminate as of the date of the Annual Meeting, and no awards will be granted under the 2016 Plan on or after the date of the Annual Meeting. All shares that were reserved under the 2016 Plan but not subject to outstanding awards on the effective date of the 2020 Plan will be rolled over into, and available for issuance under, the 2020 Plan.  As of March 31, 2020, this number was 868,864 shares.

Reasons to Vote for Proposal 3

We believe that our success depends, in large part, on our ability to maintain a competitive position by attracting, retaining and motivating key employees with experience and ability. Our equity-based compensation programs play a critical role in attracting, retaining and motivating those key employees and effectively aligning key employee compensation with shareholder interests.  Each year, the Compensation Committee and our management review our overall compensation strategy and determine the allocations of cash and equity compensation in light of our pay for performance philosophy.  As discussed more fully below, we are also committed to effectively managing our share reserves for equity compensation while minimizing shareholder dilution.

If our shareholders do not approve the 2020 Plan and we are unable to grant equity compensation in the future, we may need to consider other compensation alternatives, such as increasing cash compensation, and we would be at a severe competitive disadvantage if we could not use equity-based awards covering a meaningful number of shares to recruit and retain key talent in this competitive market for human capital.

Responsible Features of the 2020 PlanUnited States.

The 2020 Plan includes a numberBoard believes that this provision (the “Exclusive Forum Provision”) is an important piece of provisions that are designedthe Company’s governance structure to protect our shareholders’ interests and to reflect corporate governance best practices, including:

Selected Information Regarding Historical Share Usage under our Equity Compensation Programs

In developing our share request for the 2020 Plan and analyzing the impact of utilizing equity as a means of compensation on our shareholders, we considered both our “overhang” and our “burn rate”.

Overhang is a measure of potential dilution which we define as (A) the sum of (i) the total number of shares underlying SSARs awards, (ii) the total number of shares underlying unvested awards of restricted shares and performance shares and (iii) the total number of shares available for future award grants, (B) divided by the number of shares of common stock outstanding. As of March 31, 2020, there were 1,644,888 shares underlying SSARs awards, 208,582 shares of unvested restricted stock (including unvested restricted stock subject to performance-based vesting), and 868,864 shares available for future awards, and the basic weighted average common shares outstanding for the period ended March 31, 2020 was 23,232,899. Accordingly, our overhang at March 31, 2020 was 10.5%. For purposes of this calculation, we counted the shares subject to our performance-based awards using the target number of shares of common stock issuable under such awards. If the 2,250,000 shares proposed to be authorized for grant under the 2020 Plan are included in the calculation, our overhang on March 31, 2020 would have been 17.6%.  

As of June 30, 2020, there were 1,577,298 shares underlying all SSARs awards, 194,587 shares of unvested restricted stock (including unvested restricted stock subject to performance-based vesting), and 883,521 shares available for future awards, and the basic weighted average common shares outstanding for the period ended June 30, 2020 was 23,404,804.

Burn rate is a measure of the potential dilutive impact of our equity award program which we calculate by dividing the number of shares subject to equity awards granted during the fiscal year by the basic weighted average number of shares outstanding. Set forth below is a table that reflects our gross burn rate for the 2020, 2019 and 2018 fiscal years.

In determining the number of shares to request for approval under the 2020 Plan, the Compensation Committee directed its compensation consultant to review current market practices in the use of equity compensation. The Compensation Committee also considered other material factors, including our recent share usage, anticipated hiring needs in the next threefiscal years, the potential dilution of the 2020 Plan (as noted in the figures above), our current stock price, recent experiences with respect to the value of equity awards expected by new hire candidates, and general guidance from the major proxy advisory firms (such as ISS) that our shareholders might consider in evaluating the 2020 Plan. After reviewing this information, the Compensation Committee decided to request that our shareholders approve an initial share reserve of 2,250,000shares for issuance under the 2020 Plan.  We currently anticipate that the 2020 Plan share reserve will provide for grants in the ordinary course of business for up to three years. However, the proposed share reserve could last for a shorter or longer period of time, such as might be the case if we experience unexpected opportunities to grow the business beyond our current annual operating plan, if equity compensation practices within our compensation peer group change and require us to alter our current grant practices to remain competitive, or if our stock price changes materially.

Summary of the 2020 Plan

The description of the 2020 Plan set forth below is qualified in its entirety by reference to the applicable provisions of the plan document, which is attached as Annex A to this proxy statement.

Shares Subject to the Plan.  The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan will not exceed 2,250,000 shares, plus all remaining shares that were reserved under the 2016 Plan but not subject to outstanding awards on the effective date of the 2020 Plan, which was 868,864 shares as of March 31, 2020 (for an aggregate of 3,118,864 shares that would be issuable under the 2020 Plan as of March 31, 2020).  The number of shares of common stock that may be issued pursuant to incentive stock options under the 2020 Plan is limited to 2,250,000shares.  Shares of common stock available for distribution under the 2020 Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.  The closing price of our common stock on NASDAQ on October 2, 2020 was $24.52.

Any shares of common stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of common stock to which the award related will again be available for issuance under the 2020 Plan.  Shares of common stock subject to an award shall not again be made available for issuance or delivery under the 2020 Plan if such shares are (a) shares that are tendered or withheld to satisfy tax withholding obligations with respect to an award or to pay the exercise price of an option; (b) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on exercise thereof; or (iii) shares purchased on the open market with cash proceeds from the exercise of options.

Eligibility.  Participation in the 2020 Plan is limited to employees, directors and consultantsbest interests of the Company and its affiliated entities.  Asshareholders.

If this Exclusive Forum Proposal and the Reincorporation Proposal are approved by the holders of June 30, 2020, there were sixnon-employee directors, approximately 1,116 employees,two-thirds of the voting power of the Company’s capital stock, then the Company will include the Exclusive Forum Provision in the Delaware Certificate of Incorporation. Conversely, if fewer than two-thirds of the voting power of the Company’s capital stock votes in favor of this Proposal but the Reincorporation Proposal is approved, then the Exclusive Forum Proposal will not be included in the Delaware Certificate of Incorporation.

Board’s Recommendation to Shareholders

The Board regularly reviews the corporate governance policies and approximately 8 consultantspractices of the Company to determine whether they are appropriate for the Company and will advance the Board’s and management’s goal of maximizing long- term shareholder value. As part of that review, the Board

considered whether the inclusion of the Exclusive ForumProvision in the Delaware Certificate of Incorporation is advisable. The Board evaluated both the advantages anddisadvantages of including the Exclusive Forum Provision, and determined that including the Exclusive ForumProvisionisinthebest interestsoftheCompanyand our shareholdersforthe followingreasons:

Substitute Awards.  Awards may, in the sole discretion of the plan administrator, be granted under the 2020 Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).  Substitute Awards shall not be counted against the share reserve, providedThe Board is aware that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as incentive stock options shall be counted against the ISO limit.  Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for awards under the 2020 Plancertain proxy advisors, and shall not count toward the total share reserve.

Minimum Vesting Requirements.  In general, no award under the 2020 Plan may vest, in the ordinary course, prior to the first anniversary of the date of grant of the award; provided, however, that (i) up to 5% of the total share reserve may be subject to awardssome institutional investors, have policies that do not meetsupport exclusive forum provisions unless the company proposing such vesting requirements;a provision can show that it already has suffered material harm as a result of multiple shareholder suits filed in different jurisdictions regarding the same matter.

However, the Board believes it is in the best interest of the Company and (ii)its shareholders to take preventive measures against the first vesting date of an awardpotential harm from such litigation tactics. An exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder favors and some shareholders may take the view that such a provision may discourage lawsuits with respect to such claims. However, as the Exclusive Forum Provision addresses only where a suit may be beforefiled and does not deprive a shareholder the first anniversaryright to assert claims or obtain any type of relief, the Board believes that the Exclusive Forum Provision’s benefits outweigh any perceived harms.

Required Vote

This proposal requires an affirmative vote of the grant date if such first vesting date is no earlier than the last dayholders of two-thirds of the fiscal year in whichoutstanding shares of our common stock and Series A Convertible Preferred Stock, voting together as a single class. In addition, we have sought and obtained the grant was made.  The one-year minimum vesting requirement does not apply toseparate class vote of the substitute awards described in the immediately preceding section.

Administration.  The Board has delegated authority to administer the 2020 Plan to the Compensation Committee. Subject toSeries A Holders, although whether this is required by the terms of the 2020 Plan, the Compensation Committee, as plan administrator, has full authority to determine participants and the type, terms and conditions and number of shares subject to awards and to construe and interpret the 2020 Plan and awards.  The Compensation Committee may delegate administration of the 2020 Plan to a committee or committees of one or more members of the Board.

No Repricing without Shareholder Approval.  The 2020 Plan provides that shareholder approvalSeries A Convertible Preferred Stock is required before a repricing is effective.

Types of Awards Available for Grant under the 2020 Plan.  The plan administrator has the authority to grant the following types of awards under the 2020 Plan.  All awards shall be evidenced by an award agreement and shall be subject to such conditions not inconsistent with the 2020 Plan as may be reflected in the award agreement.

Deferrals.  The plan administrator may establish one or more programs under the 2020 Plan to permit selected participants the opportunity to elect to defer receipt of consideration upon exercise of an award, satisfaction of performance criteria, or other event that absent the election would entitle the participant to payment or receipt of shares of common stock or other consideration under an award.  The plan administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the plan administrator deems advisable for the administration of any such deferral program.

Exercisability and Vesting upon Death or Disability.  The plan administrator has the power to accelerate the time at which an award may first be exercised or the time during which an award or any part thereof will vest on a participant’s termination of employment or service due to death or disability, notwithstanding the provisions in the award stating the time at which it may first be exercised or the time during which it will vest.

Recapitalizations and Reorganizations.  The number of shares of common stock reserved for issuance in connection with the grant or settlement of awards or to which an award is subject, and the exercise price of each option and stock appreciation right are subject to, adjustment in the event of any recapitalization of the Company or similar event effected without receipt of consideration by the Company. 

Change in Control.  The 2020 Plan provides that, except to the extent an award agreement provides for a different treatment (in which case the award agreement shall govern), all then-outstanding awards held by a participant and not previously vested shall become 100% vested; provided that if the achievement of the performance goals applicable to an award have not been measured, then such performance goals shall be deemed satisfied as if target performance was achieved.

Transferability.  Awards are not generally transferable or assignable, unless the plan administrator provides otherwise.

Forfeiture and Clawbacks.  Awards will be subject to forfeiture, cancellation, reimbursement or recoupment to the extent provided in any applicable clawback policy adopted by the Company or otherwise required pursuant to applicable law.

Amendment or Termination.  The 2020 Plan may be amended by the Board of Directors, but shareholder approval for any amendment shall be required to the extent shareholder approval is necessary to satisfy applicable law or stock exchange rules.  The plan administrator may amend outstanding awards subject to the terms of the 2020 Plan but in general may not take away a participant’s rights without the participant’s consent.  The 2020 Plan will terminate automatically on the tenth anniversary of the Effective Date.

Federal Income Tax Consequences of Awards under the 2020 Plan

The following discussion outlines generally the federal income tax consequences of awards that may be granted under the 2020 Plan.  Individual circumstances may vary and each participant should rely on his or her own tax counsel for advice regarding federal income tax treatment under the plan.  To the extent that a participant recognizes ordinary income in the circumstances described below, the Company will generally be entitled to a corresponding tax deduction.  If a participant is our employee or an employee of one of our affiliates, any income recognized will be subject to employment and withholding taxes.

Non-Qualified Options.  A participant will generally not recognize income upon the grant of an option or at any time prior to the exercise of the option or a portion thereof.  At the time the participant exercises a non-qualified option or portion thereof, he or she will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the common stock on the date the option is exercised over the price paid for the common stock.  Depending upon the period shares of common stock are held after exercise, the sale or other taxable disposition of shares acquired through the exercise of a non-qualified option generally will result in a short- or long- term capital gain or loss equal to the difference between the amount realized on such disposition and the fair market value of such shares when the non-qualified option was exercised.

Incentive Stock Options.  A participant who exercises an incentive stock option will generally not be taxed at the time he or she exercises the option or a portion thereof.  Instead, he or she will be taxed at the time he or she sells the common stock purchased pursuant to the option.  The participant will be taxed on the difference between the price he or she paid for the stock and the amount for which he or she sells the stock.  If the participant does not sell the stock prior to two years from the date of grant of the option and one year from the date the stock is transferred to him or her, the participant will be entitled to capital gain or loss treatment based upon the difference between the amount realized on the disposition and the aggregate exercise price and the Company will not get a corresponding deduction.  If the participant sells the stock at a gain prior to that time, the difference between the amount the participant paid for the stock and the lesser of the fair market value on the date of exercise or the amount for which the stock is sold, will be taxed as ordinary income; if the stock is sold for an amount in excess of the fair market value on the date of exercise, the excess amount is taxed as capital gain.  If the participant sells the stock for less than the amount he or she paid for the stock prior to the one or two year periods indicated, no amount will be taxed as ordinary income and the loss will be taxed as a capital loss.  Exercise of an incentive option may subject a participant to, or increase a participant’s liability for, the alternative minimum tax.

Restricted Stock.  A participant will generally not be taxed upon the grant of a restricted stock award if such award is not transferable by the participant or is subject to a “substantial risk of forfeiture,” as defined in the Code.  However, when the shares of common stock that are subject to the stock award are transferable by the participant or are no longer subject to a substantial risk of forfeiture, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the stock subject to the stock award, less any amount paid for such stock, and the Company will then be entitled to a corresponding deduction.  However, if a participant so elects at the time of receipt of a stock award in accordance with Section 83(b) of the Code, he or she may include the fair market value of the stock subject to the stock award, less any amount paid for such stock, in income at that time.

Restricted Stock Units.  A participant will generally not be taxed upon the grant of an award of RSUs.  The participant generally will be subject to tax at ordinary income rates on the fair market value of unrestricted common shares on the date that such shares are transferred to the participant under the RSUs (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

Other Stock-Based Awards.  A participant will generally not recognize income upon the grant of any other stock-based award.  Generally, at the time a participant receives payment under any other stock-based award, he or she will recognize compensation taxable as ordinary income in an amount equal to the cash or the fair market value of the common stock received.

Section 280G.  Sections 280G and 4999 of the Code provide that executive officers and directors, shareholders who hold significant equity interests, and certain other service providers may be subject to significant additional taxes if they receive payments or benefits that exceed certain prescribed limits in connection with a change of control of a company, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax.

Section 409A.  Section 409A of the Code imposes additional income taxes for certain types of deferred compensation that do not comply with Section 409A.  The Company attempts in good faith to structure awards under the 2020 Plan so that such awards either conform with the requirements of, or qualify for an exemption under, Section 409A.  However, neither the Company nor the plan administrator has any obligation to take any action to prevent the assessment of any additional tax or penalty on any participant under Section 409A of the Code and neither the Company nor the plan administrator will have any liability to any participant for such tax or penalty.

Section 162(m).  Section 162(m) of the Code generally places a limit of $1 million per year on the amount of deductible compensation paid to certain “covered employees,” which includes our named executive officers.  Section 162(m) exempted from this limitation “qualified performance-based compensation” with respect to taxable years beginning on or before December 31, 2017.  Recent changes to the Code provide for a transition rule that continues to exempt qualified performance-based compensation that is payable pursuant to a binding written agreement in effect on November 2, 2017 but otherwise generally repeals the exemption for performance-based compensation.

New Plan Benefits under the 2020 Plan

As of October 1, 2020, the Committee has approved the following awards under the 2020 Plan, subject to shareholder approval of the 2020 Plan at the Annual Meeting:  

If shareholders do not approve the 2020 Plan at the Annual Meeting, the awards approved by the Committee under the 2020 Plan prior to the Annual Meeting will be void. If shareholders approve the 2020 Plan at the Annual Meeting, the awards approved by the Committee under the 2020 Plan prior to the Annual Meeting, including the awards listed above, will be deemed granted as of the date of the Committee approval.

Future awards under the 2020 Plan will be subject to the discretion of the Compensation Committee and will depend on a variety of factors, including the value of our common stock at the time of grant, as well as Company, divisional, and individual performance.  Accordingly, it is not possible to determine the benefits that would be received under the 2020 Plan.

Equity Compensation Plan Information

For additional information regarding our equity plans, please see “Equity Compensation Plan Information” on page 51.ambiguous.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3. APPROVAL OF THE AGILYSYS, INC. 2020 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED. PROXY CARDSRECEIVED BY THE COMPANY WILL BE VOTED “FOR” PROPOSAL 3 UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE ON THE PROXY CARD.

On June 2, 2020, the Board adopted the Agilysys, Inc. Employee Stock Purchase Plan (the “ESPP”) and reserved 500,000 shares of our common stock (the “Common Stock”) for issuance under the ESPP, subject to shareholder approval.  Under the ESPP, which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, a participant may authorize participant contributions, generally in the form of payroll deductions, which may not exceed 10% of the participant’s eligible compensation during the offering period. The purchase price is expected to be 85% of the fair market value of a share of a Common Stock on the first day of the offering period or on the purchase date, whichever date results in a lower price.

Reasons to Vote for Proposal 4

We believe that the ESPP benefits the Company by (i) assisting it in recruiting and retaining the services of employees with talent and initiative, (ii) providing greater incentive for employees and (iii) aligning the interests of employees with those of the Company and its shareholders through opportunities for increased stock ownership.

500,000 shares of Common Stock have been reserved for issuance under the ESPP, which we anticipate will provide sufficient shares for purchases under the ESPP until approximately June 30, 2024.  In the event that we wish to issue more shares of Common Stock under the ESPP in the future, the prior approval of our shareholders will be required.

Summary of Material Terms of the ESPP

The principal provisions of the ESPP are summarized below. This summary is not a complete description of all of the ESPP’s provisions and is qualified in its entirety by reference to the ESPP, which is attached as Annex B to this proxy statement.

Purpose.  The purpose of the ESPP is to provide employees of the Company and its participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock.SHAREHOLDER

Administration. The ESPP is administered by a committee appointed by the Board (the “Committee”). The Committee has the authority to construe and interpret the ESPP, prescribe, amend and rescind rules relating to the ESPP’s administration and take any other actions necessary or desirable for the administration of the ESPP including, without limitation, adopting sub-plans applicable to particular participating subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the ESPP. The decisions of the Committee shall be final and binding on all persons.SPECIFIESOTHERWISEONTHEPROXYCARD.

Shares Reserved. Participants in the ESPP may receive options to purchase shares of Common Stock. The maximum number of shares that we may issue under the ESPP is 500,000shares. In the event that a change in the Company’s structure affecting the Common Stock occurs, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP and the numerical limits. As of October 2, 2020, the closing price of our Common Stock on NASDAQ was $24.52 per share.

Eligibility. Any individual who is an employee of the Company or a participating subsidiary who (i) has been employed by the Company or a participating subsidiary for at least two years, or such other shorter period of time designated by the Committee from time to time, and (ii) is customarily employed for at least 20 hours per week and more than five months in any calendar year (approximately 294 persons as of June 30, 2020), subject to additional limitations imposed by Section 423 of the Code and limitations on stock ownership described in the ESPP. The Committee may exclude from participation any employees who are highly compensated employees of the Company or a participating subsidiary (as determined under the Code) or a subset of such highly compensated employees. The Committee currently intends to allow executive officers to participate in the ESPP.

Participation; Payroll Deductions. An eligible employee may elect to participate in the ESPP by completing an enrollment form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee. By submitting an enrollment form, the employee authorizes payroll deductions in an amount equal to at least 1%, but not more than 10%, of compensation on each pay day during an offering period (or such other maximum percentage as the Committee may establish before an offering period begins). Payroll deductions begin on the first payroll date following the offering date and end on the last payroll date on or before the purchase date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a participant may not make any separate contributions or payments to the ESPP.

Election Changes. During an offering period, a participant may decrease or increase the rate of payroll deductions applicable to such offering period only once. The participant must submit a new enrollment form authorizing the new rate of payroll deductions at least 15 days before the purchase date. A participant may decrease or increase the rate of payroll deductions for future offering periods by submitting a new enrollment form authorizing the new rate of payroll deductions at least 15 days before the start of the next offering period.

Automatic Re-enrollment. The deduction rate selected in the enrollment form shall remain in effect for subsequent offering periods unless the participant submits a new enrollment form authorizing a new level of payroll deductions in accordance with the ESPP, withdraws from the ESPP in accordance with the ESPP or terminates employment or otherwise becomes ineligible to participate in the ESPP.

Offering Periods; Purchase Price. The ESPP has offering periods of six months’ duration, with new offering periods commencing on or about January 1 and July 1 of each year (or such other times as determined by the Committee). Prior to the beginning of an offering period, the Committee has the authority to change the duration, frequency, start and end dates of offering periods. The purchase price shall be designated by the Committee from time to time, but will not be less than the lesser of (i) 85% of the closing price of a share of Common Stock on the first trading day of the offering period (“offering date”) or (ii) 85% of the closing price of a share of Common Stock on the last trading date of the offering period (“purchase date”), unless a greater percentage is designated by the Committee.

Grant of Option. On each offering date, each participant is granted an option to purchase on the purchase date during that offering period a number of shares of Common Stock determined by dividing the participant’s accumulated payroll deductions for the offering period by the applicable purchase price. No participant may purchase more than 1,250shares of Common Stock during an offering period. In addition, no participant shall be granted an option under the ESPP if immediately after the grant of the option, the participant would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power of the Company or any subsidiary. A participant shall not be granted an option under the ESPP if such option would permit the participant’s rights to purchase stock to accrue at a rate that exceeds $25,000 of the fair market value of stock for each calendar year in which such option is outstanding at any time.

Exercise of Option; Purchase of Shares. A participant’s option will be exercised automatically on the purchase date of each offering period. The participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with such amounts. No fractional shares may be purchased but notional fractional shares will be allocated to the participant’s account to be aggregated with other notional fractional shares on future purchase dates, subject to earlier withdrawal by the participant or termination of employment.

Transfer of Shares. The Company will arrange for the delivery to each participant of the shares purchased upon exercise of the option. The Committee may permit or require that the shares be deposited directly into an ESPP account established in the name of the participant with a designated broker and may require that the shares be retained with such designated broker for a specified period of time. Participants will not have any voting, dividend or other shareholder rights with respect to the shares subject to any option granted hereunder until such shares have been delivered.

Withdrawal. A participant may withdraw from an offering by submitting to the Company a revised enrollment form indicating his or her election to withdraw at least 15 days prior to the purchase date. The accumulated payroll deductions held on behalf of a participant in his or her notional account that have not been used to purchase shares shall be paid to the participant promptly following receipt of the participant’s enrollment form indicating the election to withdraw and the participant’s option shall be automatically terminated. If a participant withdraws from an offering period, no payroll deductions will be made during any succeeding offering period, unless the participant re-enrolls in accordance with the ESPP.

Termination of Employment; Change in Employment Status. Upon termination of a participant’s employment for any reason, including death, disability or retirement or a change in the participant’s employment status following which the participant is no longer eligible to participate in the ESPP, which in either case occurs more than 30 days before the purchase date, the participant will be deemed to have withdrawn from the ESPP and the payroll deductions in the participant’s notional account that have not been used to purchase shares shall be returned to the participant, or in the case of the participant’s death, to the person entitled to such amounts under the ESPP, and the participant’s option shall be automatically terminated. If the participant’s termination of employment or change in status occurs within 30 days of a purchase date, the accumulated payroll deductions shall be used to purchase shares on the purchase date.

Over-Subscribed Offerings. The number of shares which a participant may purchase in an offering may be reduced if the offering is over-subscribed. No option granted under the ESPP shall permit a participant to purchase shares which, if added together with the total number of shares purchased by all other participants in such offering, would exceed the total number of shares remaining available under the ESPP. If the Committee determines that, on a particular purchase date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the ESPP, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

Transferability. No payroll deductions credited to a participant, nor any rights with respect to the exercise of an option or any rights to receive shares hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP upon death) by the participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

Adjustments. In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP and the numerical limits under the ESPP.

Dissolution or Liquidation; Corporate Transaction. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any offering period then in progress will be shortened by setting a new purchase date and the offering period will end immediately prior to the proposed dissolution or liquidation. The new purchase date will be before the date of the Company’s proposed dissolution or liquidation. In the event of certain corporate transactions, such as a merger, consolidation, acquisition, separation or reorganization, if the successor corporation refuses to assume or substitute the option, the offering period with respect to which the option relates will be shortened by setting a new purchase date on which the offering period will end. The new purchase date will occur before the date of the corporate transaction.

Shareholder Rights. A participant will become a shareholder when the shares of Common Stock subject to an option are transferred to the participant’s ESPP account. A participant will have no rights as a shareholder with respect to shares of Common Stock for which an election to participate in an offering period has been made until such participant becomes a shareholder as provided above.

Notice of Disqualifying Dispositions. Each participant shall give the Company prompt written notice of any disposition or other transfer of shares acquired pursuant to the exercise of an option acquired under the ESPP, if such disposition or transfer is made within two years after the offering date or within one year after the purchase date.

Term of ESPP. The ESPP became effective on the date the plan was approved by the Board and, unless terminated earlier pursuant the ESPP, shall have a term of ten years.

Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the ESPP at any time and for any reason. If the ESPP is terminated, the Committee may elect to terminate all outstanding offering periods either immediately or once shares have been purchased on the next purchase date (which may, in the discretion of the Committee, be accelerated) or permit offering periods to expire in accordance with their terms (and subject to any adjustment in accordance with the ESPP). If any offering period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares will be returned to participants as soon as administratively practicable.

Summary of U.S. Federal Income Tax Consequences

The following is a brief discussion of the United States federal income tax treatment that will generally apply to grants of options to United States taxpayers under the ESPP. This discussion is based on the United States federal tax laws and regulations currently in effect, which are subject to change, and it does not purport to be a complete description of the federal income tax aspects of the ESPP. A participant also may be subject to state, local or foreign taxes in connection with grants of options and purchases under the ESPP. The participant should consult with his or her tax advisor to determine the applicability of the tax rules to his or her individual tax situation.

General.  The rights of participants to make purchases under the ESPP are intended to qualify under the provisions of Section 423 of the Code.  Assuming such qualification, no income will be taxable to a participant upon the grant of an option under the ESPP or at the time the option is exercised and the shares of Common Stock are purchased. A participant may become liable for tax upon the disposition of the shares of Common Stock acquired upon exercise of an option, as summarized below.  When a participant subsequently sells such acquired shares, the tax treatment applicable to a participant as a result of the sale will depend on how long the participant held the shares prior to sale.

Qualifying Disposition. If a participant held the shares for (i) more than two years after the beginning of the offering period pursuant to which he or she acquired such shares, and (ii) more than one year after date such shares were transferred to the participant (which will generally occur at the time of purchase), he or she will recognize ordinary income at the time of sale in an amount equal to the lesser of:  (a) the difference between the sales proceeds and the purchase price of the shares and (b) the difference between the fair market value of the shares on the date of grant (i.e., the first day of the offering period in which the shares were purchased) and the purchase price computed as if the option had been exercised on the grant date.  This amount will be included in a participant’s taxable income for the year of sale and taxed at his or her ordinary income tax rate. Any additional gain (or loss) will be treated as long-term capital gain (or loss).

Disqualifying Disposition. If the holding period requirements described above are not met, a participant will recognize ordinary income at the time of sale in an amount equal to the difference between the fair market value of the shares on the date of purchase and the purchase price. This amount will be included in the participant’s taxable income for the year of sale and taxed at the participant’s ordinary income tax rate, regardless of whether the participant actually realizes any gain on the sale of shares. The difference, if any, between the sale proceeds and the fair market value of the shares on the date of purchase will be treated as a capital gain (or loss), which is long-term capital gain (or loss) if the shares have been held more than one year.

Withholding; Company Deduction. We are not required to withhold income or employment taxes in the event of sale of the shares in a qualifying or disqualifying disposition of the shares. The participant is responsible for paying taxes (ordinary income or capital gains) applicable to sale of the shares of our Common Stock under the ESPP. The participant should make provisions for these taxes at the time the participant disposes of the shares of Common Stock acquired under the ESPP. In the event any income or employment tax withholding is required under the ESPP, we may withhold any required amounts from the participant’s compensation. The Company will not be entitled to a federal income tax deduction with respect to the grant or exercise of an option unless the participant disposes of the Common Stock acquired thereunder prior to the expiration of the holding period requirements described above. In that event, the employer corporation (the Company or a subsidiary), generally will be entitled to a federal income tax deduction equal to the amount of ordinary income recognized by the participant. For any options that are granted under a sub-plan of the ESPP that does not satisfy the requirements of Section 423 of the Code, participants would recognize ordinary income equal to the difference between our named executive officers, other executive officers or our employees, at the time of purchase.

Equity Compensation Plan Information

For additional information regarding our equity plans, please see “Equity Compensation Plan Information” on page 51.

New Plan Benefits under the ESPP

We have not yet made any awards pursuant to the ESPP. Participation in the ESPP is voluntary and dependent on each eligible employee’s election to participate and his or her determination as to the level of payroll deductions. Accordingly, it is not possible to determine the benefits or amounts that will be received in the future by individual employees or groups under the ESPP.

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE AGILYSYS, INC. EMPLOYEE STOCK PURCHASE PLAN. PROXY CARDS RECEIVED BY THE COMPANY WILL BE VOTED “FOR” PROPOSAL 4 UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE ON THE PROXY CARD.

BENEFICIAL OWNERSHIP OF COMMON SHARES

The following table shows the number of common shares beneficially owned as of July 28, 2020,September 20, 2021, by (i) each current director; (ii) our Named Executive Officers employed with the Company on July 28, 2020;Officers; (iii) all directors and executive officers as a group; and (iv) each person who is known by us to beneficially own more than 5% of our common shares. Percent of common shares are calculated based on 25,324,97526,340,880 shares of common stock, consisting of 23,589,518 24,605,423

shares of common stockoutstanding on July 28, 2020,June 30, 2021, and 1,735,457 shares of common stock into which 1,735,457 shares of Series AConvertiblePreferredStockoutstandingon July 28, 2020,June30, 2021, arenowconvertible.

* Less than 1%.

(1)Unless otherwise noted, beneficial ownership of the shares comprises both sole voting and dispositive power or voting and dispositive power that is shared with a spouse, except for restricted shares for which the individual has sole voting power but no dispositive power until such shares vest.

(2)EachshareofSeries AConvertiblePreferredStockisconvertibleintooneshareofcommonstock,atanytimeon a one-for-one basis, subject to anti-dilution adjustment and certain approvals, if required, and has no expirationdate.

(3) As reported on a Schedule 13D/A dated May 22, 2020. MAK Capital One L.L.C. (“MAK Capital”) holdsbeneficially owns 3,952,064 shares of common stock, representing 15.6%inclusive of the outstanding shares. Mr. Kaufman holds 4,133,9911,735,457 shares of common stock representing 16.3%issuable upon conversion of the outstanding Shares.1,735,457 shares of Series A Convertible Preferred Stock (the “Convertible Preferred Shares”) owned by MAK Capital Fund LP (“MAK Fund”) holds 3,498,408 shares of Common Stock, representing 13.8% of the outstanding shares.and MAK Capital Distressed Debt Fund I, LP (“MAK CDD Fund”) holds 297,507 Shares,, representing 1.2%15.0% of the outstanding shares. MAK GP LLC holds 181,927shares on a fully diluted basis. Mr. Kaufman beneficially owns 4,138,379 shares of common stock, inclusive of the Convertible Preferred Shares, representing 0.7%15.7% of the outstanding Shares.shares on a fully diluted basis. MAK Fund beneficially owns 3,498,408 shares, representing 13.3% of the outstanding shares on a fully diluted basis. MAK CDD Fund beneficially owns 297,507 shares, representing 1.1% of the outstanding shares on a fully diluted basis. MAK Capital acts as the investment manager of MAK Fund and MAK CDD Fund. Michael A. Kaufman is the managing member of MAK Capital. Each of MAK Fund and MAK CDD Fund shares voting power and investment power with MAK Capital and Mr. Kaufman. MAK GP shares voting power and investment power with MAK Capital and Mr. Kaufman. The address of MAK Capital One LLC, MAK GP LLC, MAK CDD Fund and Mr. Kaufman is 590 Madison Avenue, 9th Floor, New York, NY 10022. The address of MAK Fund is c/o Dundee Leeds Management Services Ltd., 129 Front Street, Hamilton, HM 12, Bermuda.

(4)Mr. Pritchett’s beneficial ownership information is as of June 30, 2020, his last day of employment with the Company.

(5)As reported on a Schedule 13G/A dated February 3, 2020.January 6, 2021. Blackrock, Inc. has sole voting power with respect to 3,176,0922,960,763 shares and sole dispositive power with respect to all the shares. The address of Blackrock, Inc. is BlackRock, Inc., 55 East 52nd Street, New York, NY 1005510055.

(5)As reported on a Schedule 13G/A dated February 12, 2021. The address for Nine Ten Capital Management LLC is 1603 Orrington Ave, Ste 1650, Evanston, IL 60201.

(6)As reported on a Schedule 13G/A dated February 12, 2020. Dimensional Fund Advisors LP8, 2021. The Vanguard Group has sole voting power with respect to 1,472,027none of the shares, andshared voting power with respect to 43,551 shares, sole dispositive power with respect to all the1,503,309 shares, and shared dispositive power with respect to 58,994 shares. The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Austin, TX 78746.

(7)As reported on a Schedule 13G dated February 10, 2020.The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

DELINQUENT SECTION 16(a) REPORTSBENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires the Company’s directors and certain of its executive officers and persons who beneficially own more than 10% of the Company’s common shares to file reports of and changes in ownership with the SEC. Based solely on the Company’s review of copies of SEC filings it has received or filed, the Company believes that each of its directors, executive officers, and beneficial owners of more than 10% of the shares satisfied the Section 16(a) filing requirements during fiscal year 2020,2021, other than: Mr. Badger filed a Form 4 on April 2, 2019 for tax withholding events that included a tax-withholding transaction thatJune 4, 2020, which was reported 4-1/2 months late;1 day late due to the out-of-cycle vesting event having been missed by Company processes, Ms. JonesCompany’s delay in calculating shares withheld to satisfy withholding taxes; Mr. Jacks filed a Form 4 on November 13, 2020, which was 1 day late due to his delay reporting the details of the transaction to the Company; Mr. Wood filed a Form 3 on May 30, 2019,November 23, 2020, which was 1-1/2 months late;should have been filed by June 3, 2020, due to delaysseveral failures of the Company during that time to obtain filer codes on Mr. Wood’s behalf, partly as a result of changes of processes and inability to work in completingthe office as a result of the COVID-19 pandemic; and filing an application for EDGAR filing codes, Mr. PritchettDeMarinis filed a Form 4 on May 30, 2019 for an exercise of stock-settled appreciation rights and associated tax withholding that was 7 days late; due to an error by the Company, Mr. Kingsley filed a Form 3 on June 7, 2019,February 17, 2021, which was 7 days late; and due to delays completing and filing an application for EDGAR filing codes, Mr. Keating filed a Form 4 on March 23, 2020 for the purchase of 1,100 shares that included transactions that were reported 4 and 5 days1 day late due to Mr. Keating’s email communications withhis delay in reporting the Company being quarantined bydetails of the Company’s email spam filters.transaction to the Company.

Similarly, the base salaries of the other Named Executive Officers did not change from fiscalyear 20192020, and in order to 2020.conserve cash during the COVID-19 pandemic, the base salary of each of the NamedExecutiveOfficers wasreducedby30% forthefirstsixmonthsofthefiscal year.Mr.Srinivasanvoluntarilyagreedto acceptnobasesalaryfor thefirstninemonthsofthe fiscalyear.

Mr. Wood was appointed CFO in fiscal year 2021, and the Committee set his annual base salary at $240,000, subject to the 30% reduction discussed above, which was the level the Committee believed to be competitive for his position and necessary to retain him in his role. The Committee based their assessments on the recommendation of the CEO and Committee believed that their base salaries were still aligned with the Committee’s philosophyown experience and goals and the CEO believed it would be inappropriate to increase their base salaries while the Company continued to be unprofitable.judgement.

Annual Incentives.

Annual Incentive Targets. The Compensation Committee set fiscal year 20202021 annual incentive goals at thebeginning of the fiscal year.year when the impact of the COVID-19 pandemic on our business was difficult to predict. Aspreviously discussed, the Committee linked the annual incentive goals of the Named Executive Officers to revenue,Adjusted EBITDA and cash balance. All the Named Executive Officers were subject to the same annual incentivestructure:

Straight-line achievement

Achievement would be calculatedscaled between the threshold level and the target level and between the target level and the maximum level. No payment was earned at less than target performance, and payoutsPayouts were capped at 150% of target incentives. If either the Adjusted EBITDA or cash balance conditions were not achieved, then the annual incentives would not be earned. TheDue to the uncertain impact of the COVID-19 pandemic at the beginning of the fiscal year, the Committee also allowed for less than 50%up to 30% achievement, in their discretion, if the threshold level of revenue was not met, up to the maximum amount on incentiveprovided that could be paid while still achieving the Adjusted EBITDA condition.and cash balance conditions were met.

For fiscal year 2020,2021, the Committee believedcontinued to believe that revenue growth was most accretive to shareholder value. The Committee imposed the Adjusted EBITDA and cash balance conditions in order to encourage disciplined management of Company expenses and profitable growth.growth.

The Committee setGiven the revenue target as a 17% improvement over fiscal year 2019 revenuepotential impact of $141 million, set the Adjusted EBITDA condition as a $2.7 million improvement over fiscal year 2019 Adjusted EBITDA of $10.3 million,COVID-19 pandemic on the hospitality industry and setour business, the cash balance condition as a $4.2 million improvement over fiscal year end cash balance of $40.8 million. The Compensation Committee believed that the plan involved performance that was extraordinarily difficult at the target levels and significantly difficult at the maximum level requiring meaningful improvement over fiscal year 2019 results relativebeing achievable only if the COVID-19 pandemic unexpectedly had little to future expectations at the time the levels were set.no impact on our business.

AnnualIncentiveResults. Totalrevenuedecreased $23.6 million,or14.7%,infiscal2021comparedto fiscal2020.Fiscal year2021revenuewas$137.2million,comparedto 160.6millioninfiscalyear2020, revenue was $160.6 million, slightly exceeding andwellbelowthe $160

$155 million threshold level for annual incentive achievement. This achievement would have qualifiedNotwithstanding the Named Executive Officers for approximately 50% achievement, but payment of annual incentives at that level would have causedfailure to achieve the threshold revenue target, the Committee believed the Company had significantly exceeded expectations with respect to growing Adjusted EBITDA condition to be missed. The maximum percentageand cash balance despite the challenges of target incentives that could be paid while still meeting the COVID-19 pandemic. Adjusted EBITDA condition was 34%. Fiscalgrew 105% over fiscal year 2020, cash and cash equivalents balance was $46.2 million, abovegrew 40% over fiscal year 2020, excluding the target cash balanceproceeds of $45 million.the offering of Convertible Preferred Stock. Accordingly, the Committee certified 34%used its discretion to certify 30% achievement of annual incentive targets.

CEO Annual Incentive. Mr. Srinivasan was eligible for an annual incentive for fiscal year 20202021 based on theCompany financial performance metrics described above, with any such earned incentive to be settled in shares ofcommonstock.Pursuanttohis prior employmentagreement,Mr.Srinivasan’stargetannualincentiveforfiscalyear 2020 2021was set at 75%100% of his base salary, or $450,000,$600,000, with a maximum potential incentive of $900,000 (150% of his base salary and 200% salary),payableuponachievementof his target 150%oftheannual incentive), payable upon achievement of 150% of the annual incentivegoals,and athreshold potentialincentiveof $225,000 (50% $300,000(50%ofhistargetannualincentive),payableuponachievementof50%oftheannualincentivegoals. For fiscal year 2019, at Mr. Srinivasan’s request, the Committee set Mr. Srinivasan’s maximum potential incentive at $675,000, being 150% of his target annual incentive, instead of the 200% provided in his employment agreement. Mr. Srinivasan desired for his maximum potential incentive to be the same as the Company’s other executive officers.

Because his annual incentive would be settled in shares of common stock, the Compensation Committee approved a grant of 30,120 shares of restricted common stock to Mr. Srinivasan on June 20, 2019, the date that the Committee set his annual incentive goals, which shares were approximately equal in value to his maximum potential incentive on the date of grant. Pursuant to the grant, shares of restricted common stock would vest upon certification by the Compensation Committee of achievement of the annual incentive goals in the amount determined by the Committee, provided that vesting could not occur prior to June 20, 2020, the one-year anniversary of the date of grant, in accordance with the terms of our 2016 Stock Incentive Plan.

Based on the fiscal year 20202021 results discussed above, Mr. Srinivasan was eligible to earn approximately 34% of this target annual incentive. However, Mr. Srinivasan requested that the Compensation Committee award him the same percentageearned 30%, or $180,000, of his annual incentive target as the lowest amount earned by any other employee of the Company who was on an individual annual bonus plan. Due to individual objectives, employees of the Company on annual bonus

plans earned between 25.5 and 34.0% of their annual incentive target for fiscal year 2020. Therefore, Mr. Srinivasan requested that the Committee award him no more than 25.5% of his target annual incentive. The Committee honored the request and determined that Mr. Srinivasan should earn an annual incentive of $114,750 in fiscal year 2020, or 25.5% of his annual incentive target, congruent with the lowest percentage achievement by the Company’s employees.target. Accordingly, the Compensation Committee awarded Mr. Srinivasan 6,7143,403 shares of the original 30,120 shares subject to the annual incentive grant,common stock, being the number of shares having a value of $114,750$180,000 based on the closing price of the Company’s common stock on July 16, 2020,May 26, 2021, the date that the Committee made its determination. The remaining 23,406 shares subject to the original annual incentive grant were forfeited and can never be earned by Mr. Srinivasan.

AnnualIncentivesfortheOtherNamedExecutiveOfficers.Fiscal year 2020 2021targetannual incentivesfortheotherNamedExecutiveOfficersotherthanMr.DeMarinis,weresetas50%oftheexecutive’sbasesalary.Mr. DeMarinis’ annual incentive was set as 50%60% of the executive’shis base salary. Mr. DeMarinissalary, and he was also eligible for target annual incentivesof $125,000 $150,000forcommissions andothersales-related incentivesduetohisroleasheadofourAmericasSalesteams.

Annual incentives comprised 19%18% to 25%31% of total fiscal year 20202021 target compensation for these Named Executive Officers.

Additional detail about target and maximum incentives are disclosed in the Grants of Plan-Based Awards for Fiscal Year 20202021 table below.

Based on the fiscal year 20202021 results discussed above, each of the Named Executive Officers earned 34%30% of their target annual incentives subject to the annual incentive plan described above. Mr. DeMarinis earned an additional $111,678$75,350 of his target $125,000$150,000 sales incentives based on the net gross profit of sales made in the Americas.eligible sales.