GTY Technology (GTYH) DEF 14ADefinitive proxy

You are cordially invited to attend the 2021 annual meeting of shareholders (the “Annual Meeting”) of GTY Technology Holdings Inc., a Massachusetts corporation (the “Company,” “GTY,” “we,” “us” or “our”), to be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/GTYH2021 on Tuesday, June 22, 2021 at 10:00 a.m. Eastern Daylight Time to consider and vote upon the following proposals:

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR AND “FOR” THE RATIFICATION OF WITHUMSMITH+BROWN, PC TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

Our Board has fixed the close of business on April 14, 2021 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.

Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote your shares promptly via the Internet or by telephone or mail. Instructions regarding these methods of voting are contained on the notice regarding the availability of proxy materials for the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, you are respectfully requested by our Board to sign, date and return the enclosed proxy card promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the final vote at the Annual Meeting or vote electronically at the Annual Meeting.

NOTICE IS HEREBY GIVEN that the 2021 annual meeting of shareholders (the “Annual Meeting”) of GTY Technology Holdings Inc., a Massachusetts corporation (the “Company” or “GTY”), will be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/GTYH2021 on Tuesday, June 22, 2021 at 10:00 a.m. Eastern Daylight Time to consider and vote upon the following proposals:

Only shareholders of record of the Company as of the close of business on April 14, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. A list of these shareholders will be available for inspection at www.ProxyVote.com before the meeting and at www.virtualshareholdermeeting.com/GTYH2021 during the meeting. Each share of common stock of the Company entitles the holder thereof to one vote.

Your vote is important. Proxy voting permits shareholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy, you will have your shares represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card, or by submitting your proxy by telephone or over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction form. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by our Board. You can change your voting instructions or revoke your proxy at any time prior to the final vote at the Annual Meeting by following the instructions included in this proxy statement and on the proxy card.

Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date to ensure that your shares will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 at the following website: www.proxyaccess.com. You will need your assigned control number to vote your shares. Your control number can be found on your proxy card. This notice, the proxy statement and the form of proxy card are being distributed and made available shortly after April 28, 2021.

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the board of directors (our “Board”) of GTY Technology Holdings Inc., a Massachusetts corporation (the “Company,” “we,” “us,” and “our”), for use at the 2021 annual meeting (the “Annual Meeting”), to be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/GTYH2021 on Tuesday, June 22, 2021 at 10:00 a.m. Eastern Daylight Time, or at any postponement or adjournment thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s shareholders on or about April 28, 2021.

Our Board unanimously recommends that shareholders vote “FOR” the Class III director nominees and “FOR” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Shareholders who owned shares of common stock of the Company (“common stock”), par value $0.0001 per share, as of the close of business on April 14, 2021 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, there were 57,494,745 shares of common stock issued and outstanding.

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote electronically, if you properly submit your proxy or if your shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a vote on the ratification of accountants. On the Record Date, there were 57,494,745 issued and outstanding shares of common stock entitled to vote at the Annual Meeting. In order for us to conduct the Annual Meeting, the holders of a majority of the issued and

Each share of common stock of the Company is entitled to one vote on each matter that comes before the Annual Meeting. Information about the shareholdings of our directors and executive officers is contained in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

The proxy card enables you to appoint each of William D. Green and Harry L. You, one or both of whom will act as your representative, at the Annual Meeting. By completing and returning the proxy card, you are authorizing Mr. Green or Mr. You to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers’ shares on certain “routine” matters, including the ratification of accountants. At the Annual Meeting, your shares may only be voted by your brokerage firm for Proposal Two (ratification of our independent registered public accounting firm).

Brokers are prohibited from exercising discretionary authority on non-routine matters. Proposal One (election of Class III directors) is considered a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meeting and entitled to vote, those shares will still be counted for purposes of determining if a quorum is present.

If a quorum, consisting of a majority in interest of all stock issued and outstanding and entitled to vote at the Annual Meeting, is present at the Annual Meeting (virtually or by proxy), Proposal One (election of Class III directors) will be approved if the votes properly cast “for” the nominee’s election exceed the votes properly cast “against” the nominee’s election (with “abstentions” and “broker non-votes” not counted as a vote “for” or “against” the nominee’s election). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and, therefore, will not have an effect on the outcome of the vote on the proposal.

If a quorum is present at the Annual Meeting (virtually or by proxy), Proposal Two (ratification of our independent registered public accounting firm) will be approved with the affirmative vote of a majority of the votes properly cast for the proposal. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and, therefore, will not have an effect on the outcome of the vote on the proposal. Because Proposal Two is considered a “routine” matter and brokerage firms will be entitled to vote your shares in their discretion if no voting instructions are timely received, there will be no broker non-votes with respect to this proposal.

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning a new proxy card or voting instruction form with a later date or by voting electronically at the Annual Meeting if you are a shareholder of record. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote electronically at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to Harry L. You, the Company’s Vice Chairman, at GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, a written notice of revocation prior to the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the Annual Meeting and vote electronically at the Annual Meeting, you must provide electronically at the Annual Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

If you sign your proxy card without providing further instructions, your shares will be voted “FOR” the Class III director nominees and “FOR” the ratification of the appointment of WithumSmith+Brown, PC as our

Proxies, ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary to meet legal or regulatory requirements.

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

The Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies by telephone or by other means. Such directors and officers will not receive any special remuneration for these efforts.

You can contact the Company with any questions about the Annual Meeting, the proposals described in this proxy statement or how to submit your proxy at:

We are furnishing this proxy statement to you as a shareholder of GTY Technology Holdings Inc. as part of the solicitation of proxies by our Board for use at our Annual Meeting to be held on Tuesday, June 22, 2021, or any postponement or adjournment thereof.

The Annual Meeting will be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/GTYH2021 on Tuesday, June 22, 2021 at 10:00 a.m. Eastern Daylight Time. You are cordially invited to attend the Annual Meeting, at which shareholders will be asked to consider and vote upon the following proposals, which are more fully described in this proxy statement:

Our Board fixed the close of business on April 14, 2021, as the Record Date for the determination of holders of issued and outstanding shares of common stock entitled to notice of and to vote on all matters presented at the Annual Meeting. As of the Record Date, there were 57,494,745 shares of common stock issued and outstanding and entitled to vote. Each share of common stock entitles the holder thereof to one vote. The holders of 28,747,373 shares of common stock entitled to vote, present virtually or represented by proxy at the Annual Meeting, constitute a quorum.

If a quorum, consisting of a majority in interest of all stock issued and outstanding and entitled to vote at the Annual Meeting, is present at the Annual Meeting (virtually or by proxy), Proposal One (election of Class III directors) will be approved if the votes properly cast “for” the nominee’s election exceed the votes properly cast “against” the nominee’s election (with “abstentions” and “broker non-votes” not counted as a vote “for” or “against” the nominee’s election). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and, therefore, will not have an effect on the outcome of the vote on the proposal.

If a quorum is present at the Annual Meeting (virtually or by proxy), Proposal Two (ratification of our independent registered public accounting firm) will be approved with the affirmative vote of a majority of the votes properly cast for the proposal. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and, therefore, will not have an effect on the outcome of the vote on the proposal. Because Proposal Two is considered a “routine” matter and brokerage firms will be entitled to vote your shares in their discretion if no voting instructions are timely received, there will be no broker non-votes with respect to this proposal.

You can vote by proxy by having one or more individuals who will be at the Annual Meeting electronically vote your shares for you. These individuals are called “proxies,” and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction form.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above and elsewhere in this proxy statement, you will designate Mr. Green and Mr. You to

Alternatively, you can vote your shares electronically by attending the Annual Meeting. You will be provided with a ballot during the Annual Meeting to be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/GTYH2021.

Our Board is asking for your proxy. Giving our Board your proxy means that you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or against a director nominee or a proposal or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the election of the director nominee, “FOR” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our Vice Chairman, Harry L. You, at (702) 945-2898 or by sending a letter to GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

Shareholders who hold their shares in “street name,” meaning the name of a broker or other nominee is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.

Any proxy may be revoked by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by timely filing before the Annual Meeting with Harry L. You, at GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares by attending the Annual Meeting and voting electronically. Simply attending the Annual Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Only holders of shares of common stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting but you hold your shares through someone else, such as a broker, you must provide electronic proof of your ownership and identification with a photo for admission to the Annual Meeting. For example, you may provide an account statement showing that you beneficially owned shares of GTY Technology Holdings Inc. as of the Record Date as acceptable proof of ownership. In addition, you must electronically submit a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares. If you need technical support at the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website log-in page. A replay of the Annual Meeting will not be available.

Your proxy is being solicited by our Board on the proposals being presented to shareholders at the Annual Meeting. Proxies may be solicited by telephone or by other means of communication, separate and apart from these mailed proxy materials. These parties will not be paid any additional compensation for soliciting proxies. We may

There are no appraisal rights pursuant to Section 13.02 of Chapter 156D of the Massachusetts Business Corporation Act with respect to any of the proposed corporate actions on which the shareholders are being asked to vote.

We are not currently aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting of Shareholders and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any postponement or adjournment of the Annual Meeting, we expect that shares of common stock, represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

Our principal executive offices are located at GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. Our telephone number at such address is (702) 945-2898.

Our current directors and executive officers are listed below. Bonfire Interactive Ltd. (“Bonfire”), CityBase, Inc. (“CityBase”), eCivis^® Inc (“eCivis”), Open Counter Enterprises Inc. (“Open Counter”), Questica^® Software Inc., Questica USCDN Inc. and Questica Ltd. (collectively, “Questica”) and Sherpa Government Solutions LLC (“Sherpa”) are wholly owned subsidiaries, and principal business units, of the Company.

Mr. Green’s qualifications to serve on our Board his extensive experience operating a publicly listed technology company, his track record as chief executive officer of Accenture and his relationships within the technology sector.

Mr. You’s qualifications to serve on our Board include his extensive and varied deal experience throughout his career, including his experience structuring Dell’s acquisition of EMC as EMC’s executive vice president, and his relationships within the technology sector.

Mr. Cowen’s qualifications to serve on our Board include his leadership experience and experience managing information technology at Goldman Sachs.

Mr. Tucci’s qualifications to serve on our Board include his extensive executive leadership experience at EMC, his track record with complex mergers and acquisitions, his over 40 years in the technology industry and his relationships within the technology sector.

Mr. Wert’s qualifications to serve on our Board include his track record and leadership experience at Evercore, U.S. Trust Company N.A. and United Mercantile Bank and Trust.

Mr. Parass’ qualifications to serve on our Board include his track record as chief executive officer of Questica, his extensive experience in SaaS and software and his relationships within the technology sector.

Our Board consists of six members, divided into three staggered classes of directors. At each annual meeting of shareholders, a class of directors is elected for a three-year term to succeed the same class whose term is then expiring, as follows: the Class I directors are Randolph Cowen and TJ Parass, and their terms will expire at the annual meeting of shareholders to be held in 2022; the current Class II directors are William D. Green, Joseph M. Tucci and Harry L. You, and, except as described below with respect to Mr. Green, their terms will expire at the annual meeting of shareholders to be held in 2023; and the current Class III director is Charles Wert and his term will expire at the Annual Meeting.

Our bylaws provide that the number of directors shall be fixed by the Board, but in any event shall be no less than three. Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Mr. Green, immediately before his election as a Class III director at the Annual Meeting, would resign as a Class II director and become a Class III director so that each class would consist of one third of the total number of directors. His term then would expire at the annual meeting of shareholders to be held in 2024, along with the term of Mr. Wert if he, too, were elected as a Class III director at the Annual Meeting.

Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Nasdaq Stock Market (“Nasdaq”) listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its

Our Board has determined that Messrs. Cowen, Green, Tucci and Wert are “independent directors” as defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Nasdaq because:

Messrs. Parass and You are not independent because of their service as executive officers of the Company currently or in the past three years.

Currently, Mr. Parass is the Company’s President and Chief Executive Officer, and Messrs. Green and You are the Chairman and Vice Chairman, respectively, of our Board. The Board believes that having different individuals serving in the separate roles of Chief Executive Officer and Chairman and Vice Chairman of the Board is in the best interest of shareholders in the Company’s current circumstances because it reflects the Chief Executive Officer’s responsibility over management of the Company’s operations and the Chairman’s and Vice Chairman’s oversight of Board functions.

If our Board convenes for a meeting, the non-management directors meet in executive session if circumstances warrant.

The Board’s oversight of risk is administered directly through the Board, as a whole, or through its audit committee. Various reports and presentations regarding risk management are delivered to the Board to identify and manage risk. The audit committee addresses risks that fall within the committee’s area of responsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s financial statements and the independent audit thereof, as well as cybersecurity risks that are material to the Company’s business. Management furnishes information regarding risk to the Board as requested.

Each of the committees reports to our Board. Members serve on these committees until their resignation or until otherwise determined by our Board.

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee will:

The members of the audit committee are Messrs. Cowen, Green and Wert, with Mr. Wert serving as the chair of the committee. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our Board has determined that all the members of the audit committee are independent directors as defined under the applicable rules and regulations of the SEC and Nasdaq with respect to audit committee membership. Mr. Wert qualifies as our “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. Among other matters, the compensation committee:

The members of our compensation committee are Messrs. Cowen and Wert, with Mr. Cowen serving as the chair of the committee. Each of the members of our compensation committee is independent under the applicable rules and regulations of Nasdaq, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The compensation committee has the authority to select, retain and obtain the advice of compensation consultants. In the 2020 fiscal year, the compensation committee directly engaged Willis Towers Watson US LLC to recommend the amount and form of executive compensation in connection with the appointment on March 30, 2020

Executive officers make recommendations to the compensation committee other than about their own compensation. Additionally, the compensation committee may consider, but is not bound by, those recommendations. The processes and procedures for considering and determining executive and director compensation otherwise include, among others:

Our nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

The members of our nominating and corporate governance committee are Messrs. Tucci and Wert, with Mr. Wert serving as the chair of the committee.

Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.

Each of our incumbent directors attended or participated in at least 75% of the meetings of our Board and the respective committees of which he is a member held during the period such incumbent director was a director in fiscal year 2020.

We encourage all our directors to attend our annual meetings of shareholders. All directors attended the previous annual meeting of shareholders. This Annual Meeting will be our fourth annual meeting of shareholders.

Our Board will consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our Board must follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board will consider the educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our shareholders.

During the past ten years, no events occurred that are material to an evaluation of the ability or integrity of any director or executive officer, including bankruptcy or insolvency; criminal convictions or proceedings; orders or judgments enjoining or limiting them from engaging in certain activities; adverse findings by courts or the SEC; or adverse orders relating to violations of securities or commodities laws, certain laws governing financial institutions or insurance companies or certain wire fraud laws.

Directors, officers and employees, as well as their family members and entities they control, may not engage in hedging or monetization transactions in the Company’s securities, regardless of how granted or whether held directly or indirectly. These transactions include financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. They are expressly prohibited by our Policy Regarding Insider Trading and Dissemination of Inside Information.

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our directors, executive officers and employees and that complies with the rules and regulations of the Nasdaq.

Copies of our Code of Ethics and our board committee charters are available on our website (www.gtytechnology.com) under Investor Relations > Corporate Governance. The information contained on our website is not a part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

Our audit committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Additionally, our audit committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based upon such review and discussions, our audit committee recommended to our Board that the audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our shares of common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

These transactions have been reported, and the Company has designed and implemented additional controls to help avoid future administrative errors.

Our Board has established a process for shareholders to send communications to our Board. Shareholders may communicate with our Board generally or a specific director at any time by writing to the Chairman of the Board, c/o GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. We review all messages received and forward any message that reasonably appears to be a communication from a shareholder about a matter of shareholder interest that is intended for communication to our Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to our Board generally, to the Chairman of the Board.

The table below summarizes the compensation paid for the services rendered to the Company, in all capacities, by its named executive officers for the year ended December 31, 2020.

The Company has entered into an employment arrangement with each of the named executive officers as summarized below.

On September 12, 2018, the Company entered into a letter agreement with Mr. Parass, at that time Chief Executive Officer of Questica and Executive Vice President of the Company (as amended, the “Parass Employment Agreement”).

Beginning on March 30, 2020, when Mr. Parass was appointed Chief Executive Officer and President of the Company, and continuing through the present, Mr. Parass’ compensation has not changed.

Mr. Parass and the Company are discussing the terms and conditions of an amended and restated employment agreement.

During the past fiscal year, the Company made a non-equity incentive plan award to Mr. Parass equal to $101,215 in Canadian dollars on January 31, 2020. The Company did not reprice or otherwise materially modify any of his outstanding equity awards or waive or modify any of his specified performance goals or targets for any non-equity incentive plan compensation. No item included in the “all other compensation” column of the summary compensation table exceeds $25,000 or 10% of the total in the category.

In connection with his employment, Mr. Parass entered into a Fair Competition Agreement with the Company on September 12, 2018. It includes, among other provisions, confidentiality, intellectual property rights assignment, non-competition, non-solicitation of employees, and non-disparagement restrictions.

On July 29, 2019, the Company entered into a letter agreement (as amended, the “Curran Employment Agreement”) with Mr. Curran, the Company’s Chief Financial Officer. Pursuant to the Curran Employment Agreement, Mr. Curran is serving as Chief Financial Officer for an annual base salary of $400,000 and is eligible to receive an annual cash bonus equal to 100% of his annual base salary, subject to the achievement of individual and Company performance goals. The Curran Employment Agreement also provides that Mr. Curran would receive an equity award in 2019 under the 2019 Plan as further described below under “Equity-Based Compensation Arrangements”. As noted above, Mr. Curran voluntarily reduced his annual base salary to $280,000 effective April 15, 2020.

Mr. Curran and the Company are discussing the terms and conditions of an amended and restated employment agreement.

During the past fiscal year, the Company did not make a non-equity incentive plan award to him. The Company did not reprice or otherwise materially modify any of his outstanding equity awards or waive or modify any of his specified performance goals or targets for any non-equity incentive plan compensation. No item included in the “all other compensation” column of the summary compensation table exceeds $25,000 or 10% of the total in the category.

In connection with his employment, Mr. Curran entered into a Fair Competition Agreement with the Company on July 29, 2019. It includes, among other provisions, confidentiality, intellectual property rights assignment, non-competition, non-solicitation of employees, and non-disparagement restrictions.

On September 12, 2018, the Company entered into a letter agreement with Mr. Farrell, at that time Chief Executive Officer of Sherpa and Senior Vice President of the Company (the “Farrell Employment Agreement”).

Prior to his appointment as Chief Operating Officer of the Company on March 30, 2020, Mr. Farrell received an annual base salary of $300,000 and was eligible to receive an annual incentive bonus in a target amount to be determined in good faith by the parties. The Farrell Employment Agreement also provided that Mr. Farrell would receive an equity award under the 2019 Plan, as further described below under “Equity-Based Compensation Arrangements.”

Beginning on March 30, 2020, when Mr. Farrell was appointed Chief Operating Officer of the Company, and continuing through April 14, 2021, Mr. Farrell’s compensation did not change.

On April 15, 2021, the Company entered into an amended and restated letter agreement with Mr. Farrell (the “Amended and Restated Farrell Employment Agreement”). Pursuant to the Amended and Restated Farrell

During the past fiscal year, the Company made a non-equity incentive plan award to him equal to $300,000. The Company did not reprice or otherwise materially modify any of his outstanding equity awards or waive or modify any of his specified performance goals or targets for any non-equity incentive plan compensation. No item included in the “all other compensation” column of the summary compensation table exceeds $25,000 or 10% of the total in the category.

In connection with his employment, Mr. Farrell entered into a Fair Competition Agreement with the Company on September 12, 2018, which agreement was amended and restated on April 15, 2021. It includes, among other provisions, confidentiality, intellectual property rights assignment, non-competition, non-solicitation of employees, and non-disparagement restrictions.

As noted above, Mr. Rohleder resigned from his positions as Chairman, Chief Executive Officer and President of the Company on March 30, 2020, and his employment with the Company ceased on April 3, 2020.

Previously, on May 7, 2019, the Company had entered into a letter agreement (the “Rohleder Employment Agreement”) with Mr. Rohleder. In accordance with the Rohleder Employment Agreement, Mr. Rohleder served as Chief Executive Officer for an annual base salary of $500,000 and was eligible to receive an annual cash bonus equal to 100% of his annual base salary, subject to the achievement of individual and Company performance goals. Additionally, the Rohleder Employment Agreement provided that Mr. Rohleder would receive certain equity awards in 2020 under the 2019 Plan, as described below under “Equity-Based Compensation Arrangements.”

On April 3, 2020, the Company entered into a separation and release agreement (the “Rohleder Separation Agreement”) under which the Company agreed to pay him an amount equal to his annual base salary and annual cash bonus in equal installments over the 12-month period following that date and to reimburse his health insurance premiums until the earlier of the end of that period or the date on which he became eligible for health insurance coverage elsewhere. Mr. Rohleder, under the Rohleder Separation Agreement, forfeited his Initial Equity Award, as further described below under “Equity-Based Compensation Arrangements,” and generally released the Company, its affiliates and related parties from all claims.

During the past fiscal year, the Company did not make a non-equity incentive plan award to Mr. Rohleder. Except as noted above, the Company did not reprice or otherwise materially modify any of his outstanding equity awards or waive or modify any of his specified performance goals or targets for any non-equity incentive plan compensation. No item included in the “all other compensation” column of the summary compensation table exceeds $25,000 or 10% of the total in the category.

In connection with the commencement of his employment, Mr. Rohleder entered into a Fair Competition Agreement with the Company on May 7, 2019, which agreement included, among other provisions, confidentiality, intellectual property rights assignment, non-competition, non-solicitation and non-disparagement restrictions. It remains effective.

In connection with the closing of the business combination, the Board and the Company’s shareholders adopted the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan on February 14, 2019 and approved an amended and restated version of that plan on June 23, 2020 (as amended and restated, the “2019 Plan”). The 2019 Plan is intended to encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives, to give participants an incentive for excellence in individual performance, to promote teamwork among participants and to give the Company a significant advantage in attracting and retaining key employees, directors and consultants. The Company may grant stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards, other stock-based awards, and cash-based awards under the 2019 Plan. In 2020, the Company issued equity awards pursuant to the 2019 Plan to its named

On October 30, 2019, Mr. Parass received an award under the 2019 Plan of 140,000 time-based restricted stock units, of which 46,667 restricted stock units vested on each of October 30, 2019 and February 19, 2020 and 46,666 restricted stock units vested on February 19, 2021. All these restricted stock units were settled in an equivalent number of shares of the Company’s common stock on February 25, 2021.

On October 30, 2019, Mr. Curran received an award of 157,233 time-based restricted stock units under the 2019 Plan, vesting in equal installments on each of July 29, 2020 and July 29, 2021, generally subject to Mr. Curran’s continued employment with the Company through each vesting date. These restricted stock units may be settled in an equivalent number of shares of the Company’s common stock or cash. On July 29, 2020, the first installment of these restricted stock units vested and was settled in an equivalent number of shares of the Company’s common stock.

On January 8, 2020, Mr. Curran was granted 22,778 time-based restricted stock units under the 2019 Plan, which vested on January 8, 2021. These restricted stock units were settled in an equivalent number of shares of the Company’s common stock on January 28, 2021.

On February 10, 2020, Mr. Curran was granted 166,667 time-based restricted stock units under the 2019 Plan, vesting in substantially equal installments on each of February 10, 2021, February 10, 2022, February 10, 2023 and February 10, 2024, generally subject to Mr. Curran’s continued employment with the Company. These restricted stock units could be settled in shares of the Company’s common stock or cash. On March 1, 2021, 41,666 restricted stock units that had vested on February 10, 2021 were settled in an equivalent number of shares of the Company’s common stock.

The Curran Employment Agreement further provides that Mr. Curran, subject to his continued employment and approval by the compensation committee, was eligible to receive an equity award in 2020 with a value of $4,000,000, consisting 25% of time-vesting restricted stock units, vesting in equal annual installments on each of the first four anniversaries of the grant date, and 75% of performance-based restricted stock units, vesting based on the achievement of performance criteria specified by the compensation committee. Mr. Curran did not receive this award.

On February 19, 2019, Mr. Farrell was granted 250,000 time-based restricted stock units vesting on February 19, 2022, generally subject to his continued employment with the Company. These restricted stock units may be settled in an equivalent number of shares of the Company’s common stock or cash.

On February 19, 2020, Mr. Farrell also was granted 75,000 performance-based restricted stock units under the 2019 Plan vesting on February 19, 2022, generally subject to Mr. Farrell’s continued employment with the Company and the satisfaction of certain performance criteria. These restricted stock units could be settled in an equivalent number of shares of the Company’s common stock or cash. On March 12, 2020, one third of these performance restricted units were forfeited due to the performance objective for the relevant performance period not being achieved.

Lastly, in accordance with the Amended and Restated Farrell Employment Agreement, the Company will grant the following restricted stock units, generally subject to Mr. Farrell’s continued employment with the Company:

The following table sets forth information available to us at April 14, 2021 with respect to our common stock held by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

GTY Technology Holdings Inc., a blank check company incorporated in the Cayman Islands and our predecessor (“GTY Cayman”), was formed on August 11, 2016 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our sponsor, GTY Investors, LLC (the “Sponsor”), provided our initial capital and administrative support. Until our business combination on February 19, 2019, we did not engage in any operations nor generate any revenue. We recognized an opportunity to replace costly legacy systems with scalable and efficient SaaS products. Our search led to our business combination on February 19, 2019 with Bonfire, CityBase, eCivis, Open Counter, Questica and Sherpa. Certain of the transactions described below relate to our existence prior to the business combination.

In August 2016, the Sponsor purchased 8,625,000 shares of GTY Cayman’s Class B ordinary shares (“founder shares”) for $25,000, or $0.003 per share. On each of October 14 and October 26, 2016, GTY Cayman effected a share capitalization resulting in an aggregate of 11,500,000 and 13,800,000 founder shares outstanding, respectively. In October 2016, the Sponsor transferred 25,000 founder shares to each of GTY Cayman’s independent director nominees at the same per-share purchase price paid by the Sponsor. Immediately prior to the closing of the business combination on February 19, 2019, GTY Cayman entered into subscription agreements, dated as of various dates from January 9, 2019 through February 12, 2019, with certain institutional and accredited investors, pursuant to which the Sponsor surrendered 231,179 founder shares to GTY Cayman for cancellation at no cost to GTY Cayman. In addition, pursuant to a subscription agreement with an institutional investor entered into in connection with the business combination, on May 24, 2019, the Sponsor forfeited 9,465 shares of common stock to the Company for cancellation. The foregoing transfers of founder shares were made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to the so-called 4(a)(1)-½ exemption. In accordance with GTY Cayman’s second amended and restated memorandum and articles of association, immediately prior to the consummation of the business combination on February 19, 2019, each founder share was converted, on a one-for-one basis, into a Class A ordinary share, following which each Class A ordinary share was then cancelled and exchanged for one share of the Company’s common stock.

The Sponsor and GTY Cayman’s officers and directors agreed not to transfer, assign or sell any of the founder shares held by them (except to certain permitted transferees) until the earlier to occur of (i) February 19, 2020, or earlier if, after February 19, 2019, the closing price of the Company’s common stock equaled or exceeded $12.00 per share for any 20 trading days within any 30-trading day period commencing 150 days after February 19, 2019 and (ii) the date following February 19, 2019 on which the Company completed a liquidation, merger, stock exchange or other similar transaction which resulted in all of the Company’s shareholders having the right to exchange their common stock for cash, securities or other property.

The period during which the transfer, assignment and sale of founder shares was restricted has expired, the Sponsor liquidated its assets on October 8, 2019 and GTY Cayman was dissolved effective April 15, 2021.

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to the registration rights agreement entered into on October 26, 2016 in connection with the initial public offering. These holders are also entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

On August 8, 2018, the Sponsor agreed to provide GTY Cayman with up to $1 million in working capital loans in the form of a convertible note (the “Convertible Note”). The Convertible Note did not bear interest and the Sponsor agreed to waive all unpaid principal under the Convertible Note until the earlier of May 1, 2019 and the consummation of the business combination. The Sponsor had the option to convert any amounts outstanding under

On February 13, 2019, GTY Cayman, the Sponsor, William D. Green, Joseph M. Tucci and Harry L. You (Messrs. Green, Tucci and You, collectively, the “Founders”) entered into agreements and arrangements with certain institutional investors pursuant to which a total of 1,500,000 Class A Ordinary Shares of GTY Cayman were not redeemed in connection with the business combination. An aggregate of 500,000 of such shares were subject to a lock-up pursuant to which such shares could not be transferred until the 91st day following Closing without the consent of the Company and the Founders, and the holder of such shares was entitled to put such shares to the Sponsor and the Founders following the lock-up period for a purchase price equal to $10.29 (the “redemption price”), the price at which GTY Cayman redeemed its Class A Ordinary Shares in connection with the business combination, payment of which purchase price was guaranteed by the Company, and to receive from the Company a cash payment, if and to the extent necessary, but not to exceed $250,000, in order to provide such shareholder with at least a 5% return on such shares above the redemption price. With respect to 1,000,000 of such shares, GTY Cayman engaged a broker-dealer to facilitate the purchase of such shares by an institutional investor prior to the closing of the business combination for $9.90 per share and agreed to pay such broker-dealer an amount in cash equal to the difference between the redemption price and $9.90. In addition, the Sponsor and the Founders entered into agreements prior to the closing of the business combination pursuant to which they were obligated to reimburse the holders of 1,942,953 Class A Ordinary Shares that were not redeemed in connection with the business combination for losses that may have been incurred upon the sale of such shares within a specified period following the closing of the business combination, up to an agreed-upon limit, and the Company has agreed to guarantee such reimbursement obligations. Following the closing of the business combination, the Company paid $4.0 million for losses incurred upon the sale of such shares and in turn the Company reduced its liability under the Convertible Note by $1.0 million, resulting in a $3.0 million loss on the sale of such shares. The Company recorded this $3.0 million loss as a component of acquisition expenses during the period beginning February 19, 2019 and ending December 31, 2019. As of the date hereof, with the $4.0 million payment for losses, such shares are no longer guaranteed by the Founders or the Company.

Dawn Rippentrop, the spouse of David Farrell, the Chief Operating Officer of the Company and the Chief Executive Officer of Sherpa, is employed as the Chief Operating Officer of Sherpa. In that capacity, she received in 2019 for part time-employment during a portion, and full-time employment during the remainder, of such year a base salary equal to $90,417; a cash incentive bonus, including commissions, equal to $42,417; and 2,733 restricted stock units. In 2020, she received for full-time employment in that capacity a base salary equal to $150,000; a cash incentive bonus, including commissions, equal to $55,475; and 5,469 restricted stock units. All of the foregoing has been reviewed and approved by the audit committee in accordance with the policies and procedures described below.

We have adopted a written related-person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related-person transactions. Pursuant to the policy, a “related-person transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any “related person” had, has or will have a direct or indirect material interest. Pursuant to the policy, a “related person” means:

The policy is designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit committee has responsibility to review related party transactions.

Fees for professional services provided by our independent registered public accounting firm, WithumSmith+Brown, PC, since the start of the year ended December 31, 2020 include:

Our audit committee has approved all the foregoing services. The audit committee is responsible for appointing, setting compensation and overseeing the work of the registered independent public accounting firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the registered independent public accounting firm as provided under the audit committee charter.

Our restated articles of organization provide for a Board classified into three classes whose terms of office expire in successive years. Our Board now consists of six directors as set forth above in the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Executive Officers.”

William D. Green and Charles Wert are nominated for election at this Annual Meeting as Class III directors for three-year terms, to serve on our Board in accordance with the restated articles of organization until the 2024 annual meeting of shareholders of the Company or until their successors are chosen and qualified.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election as director of each of the nominees unless a nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by our Board. We have no reason to believe that either nominee will be unavailable or, if elected, will decline to serve.

For biographies of the Class III director nominees, please see the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Executive Officers.”

The election of the Class III directors will be approved if the number of votes properly cast for them exceed the number of votes properly cast against. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and, therefore, will not have an effect on the outcome of the vote on the proposal.

We are asking the shareholders to ratify our audit committee’s appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Our audit committee is directly responsible for appointing the Company’s independent registered public accounting firm. Our audit committee is not bound by the outcome of this vote.

WithumSmith+Brown, PC has audited our financial statements for the period from August 11, 2016 (inception) through December 31, 2020. A representative of WithumSmith+Brown, PC is expected to be present virtually at the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to answer appropriate questions from shareholders. For a summary of fees paid or to be paid to WithumSmith+Brown, PC for services rendered in fiscal year 2020, please see “Principal Accountant Fees and Services.” Our audit committee has approved all such services. Our audit committee will pre-approve all future auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by our audit committee prior to the completion of the audit).

Our audit committee has determined that the services provided by WithumSmith+Brown, PC are compatible with maintaining the independence of WithumSmith+Brown, PC as our independent registered public accounting firm.

Approval of Proposal Two (ratification of our independent registered public accounting firm) requires the affirmative vote of a majority of the votes properly cast for the proposal. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and, therefore, will not have an effect on the outcome of the vote on the proposal. Because Proposal Two is considered a “routine” matter and brokerage firms will be entitled to vote your shares in their discretion if no voting instructions are timely received, there will be no broker non-votes with respect to this proposal.

Our Board recommends a vote “FOR” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Shareholder proposals for inclusion in our proxy materials relating to the 2022 annual meeting of shareholders must be received by us at our executive offices no later than December 24, 2021 or, if the date of that meeting is more than 30 calendar days before or after June 22, 2022, a reasonable time before we begin to print and send our proxy materials with respect to that meeting.

In addition, our bylaws provide that a shareholder desiring to bring business before any meeting of shareholders or to nominate any person for election to our Board must give timely written notice to our secretary in accordance with the procedural requirements set forth in our bylaws. In the case of a regularly scheduled annual meeting of shareholders, written notice must be delivered or mailed to and received at our principal executive offices (i) not less than 95 nor more than 125 days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Company or (ii) if the annual meeting of shareholders is called for a date not within 30 days before or after such anniversary date, not later than the close of business on the 10th day following the day on which notice of the date of such meeting was mailed or public disclosure of the date of such meeting was made, whichever first occurs. Assuming that the 2022 annual meeting of shareholders is held on June 22, 2022, such proposals must be received by the Company at its offices at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144 no later than March 19, 2022 and no earlier than February 17, 2022.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

We file annual and quarterly reports and other reports and information with the SEC. We distribute to our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the SEC’s website, located at http://www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the SEC.

Any requests for copies of information, reports or other filings with the SEC should be directed to Harry L. You, the Company’s Vice Chairman, at GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

You may obtain additional copies of this proxy statement, at no cost, at www.proxyvote.com or by making a request in writing (which must include your assigned control number) to:

In order to receive timely delivery of the documents in advance of the Annual Meeting, any written request must be received by June 8, 2021.