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AMERICAN SOFTWARE INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

August 28, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 19, 2014, American Software, Inc. (the "Registrant") held its Annual Meeting of Shareholders. At the meeting, 24,298,533 Class A shares and 2,587,086 Class B were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters brought before the Registrant's shareholders. The final results for each matter submitted to the shareholders of the Registrant at the meeting are as follows:

1. The following persons were duly elected directors of the Registrant:

Broker Votes For Votes Against Votes Withheld Non-Votes CLASS A DIRECTORS W. Dennis Hogue 19,129,173 0 748,699 4,420,661 John J. Jarvis 19,130,739 0 747,133 4,420,661 James B. Miller, Jr. 19,049,512 0 828,360 4,420,661 CLASS B DIRECTORS James C. Edenfield 2,587,086 0 0 0 J. Michael Edenfield 2,587,086 0 0 0 Thomas L. Newberry, V 2,587,086 0 0 0

2. The resolution approving the compensation of the Registrant's named executive officers, on an advisory basis, was approved as follows:

Broker Votes For Votes Against Abstentions Non-Votes 4,526,267 29,321 19,285 442,066

3. The ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for the fiscal year ending April 30, 2015 was approved as follows:

Votes For Votes Against Abstentions 4,938,272 75,523 3,145 2


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Source: Edgar Glimpses

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