TYLER TECHNOLOGIES INC (TYL)
Sector: Information Technology
2026 Annual Meeting Analysis
TYLER TECHNOLOGIES INC · Meeting: May 5, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2014 with strong relevant experience; TYL's 3-year return of +3.4% trails the peer group median by only 5.4pp, well below the 35pp threshold required to trigger a No vote, and no other policy flags apply.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; she holds two other public company board seats, below the four-seat overboarding threshold.
Director since 2014 serving as Audit Committee Chair with CPA credentials and deep financial expertise; the 3-year peer TSR gap of -5.4pp is far below the 35pp trigger threshold.
Director since 2021 with relevant cybersecurity and public sector experience; the 3-year TSR peer gap of -5.4pp does not meet the 35pp trigger threshold, and no other policy flags apply.
New director nominee not yet seated, so the TSR trigger does not apply; he brings CPA credentials and extensive audit and financial institution experience relevant to the Audit Committee role he is expected to join.
Director and CEO since 2017; as an executive director he is subject to the TSR trigger, but the 3-year peer gap of -5.4pp is well below the 35pp threshold, so no TSR-based No vote is warranted, and no other policy flags apply.
Director since 2016 with executive and public sector experience; the 3-year TSR peer underperformance of -5.4pp does not reach the 35pp trigger threshold, and he holds no other public company board seats beyond Tyler.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep Tyler-specific operational knowledge and CPA credentials.
All eight director nominees receive a FOR vote. Tyler's 3-year stock return of +3.4% falls in the low-positive tier (0–20%), which requires a peer underperformance gap of at least 35 percentage points to trigger a No vote; the actual gap versus the company-disclosed peer group median is only -5.4pp, well inside the threshold. No director is overboarded, no director failed the 75% attendance requirement, no non-independent director sits on audit or compensation committees, and no familial relationships to senior management are present among the non-employee nominees. Two directors (Margot Carter and Andrew Teed) joined in 2024 and are within the 24-month new-director exemption. New nominee Cecil Jones has not yet served and is likewise exempt.
Say on Pay
✓ FORCEO
H. Lynn Moore, Jr.
Total Comp
$8,858,370
Prior Support
~99%%
CEO total compensation of $8,858,370 is reasonable for a technology company of Tyler's size (~$14.5B market cap) and does not appear to exceed the +20% CEO benchmark threshold. The pay structure is well-designed: the proxy discloses that 81% of the CEO's 2025 target compensation was performance-based, with long-term equity awards tied to three-year recurring revenue growth and operating margin targets — meaningful, multi-year metrics that align executive outcomes with shareholder value. The prior-year Say on Pay vote received approximately 99% support, and the company's 3-year peer TSR gap of -5.4pp does not indicate a pay-for-performance misalignment that would warrant a No vote on incentive compensation. The company also maintains a compensation recovery (clawback) policy and prohibits hedging and pledging of company shares.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,565,500
Non-Audit Fees
$995,000
Non-audit fees (combining audit-related fees of $717,000, tax fees of $278,000, and all other fees of $0 for 2025) total $995,000, which represents approximately 22% of core audit fees of $4,565,500 — well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a $14.5B market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire; no material restatements are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Political Spending
John Chevedden is a well-regarded individual governance activist whose proposals generally deserve serious consideration, but the prior-year vote result is decisive here: approximately 74% of shareholders voted against this identical proposal at Tyler's 2025 annual meeting, putting support at roughly 26% — well below the 30% floor at which merits begin to govern independently of vote history. Tyler's response is also substantively credible: the company's publicly available Code of Business Conduct and Ethics explicitly prohibits all corporate political contributions to parties, candidates, or committees, and the company states it does not contribute to Super PACs or 527 committees. Given the explicit no-political-spending policy already in place and the strong prior-year shareholder rejection, the incremental disclosure value of this report does not clear the bar needed to support the proposal.
Overall Assessment
Tyler Technologies' 2026 annual meeting ballot is straightforward: all eight director nominees receive a FOR vote because the company's 3-year total shareholder return trails its disclosed peer group by only 5.4 percentage points, far below the 35-point trigger threshold, and no individual director flags (overboarding, attendance, independence, or familial conflicts) are present. The Say on Pay, auditor ratification, and political spending stockholder proposals are likewise resolved cleanly — executive pay is appropriately structured with 80%+ performance-based compensation, Ernst & Young's non-audit fee ratio is a low 22%, and the political spending proposal receives an AGAINST vote primarily because shareholders already rejected an identical proposal by a 74% margin just one year ago.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing