View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2006
JACK HENRY & ASSOCIATES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 0-14112 43-1128385
---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
---------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (417) 235-6652
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a.-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
At a special meeting of the Board of Directors of Jack Henry &
Associates, Inc. (the "Company") on August 31, 2006, the Board approved
bonus plans for its executive officers and general managers for the current
fiscal year and increased certain meeting fees to be paid to its non-
employee directors.
The 2007 Executive Bonus Plan, a copy of which is attached hereto as
Exhibit 10.25 and incorporated by reference into this Item 1.01, establishes
a bonus plan for the Chief Executive Officer, the President and the Chief
Financial Officer of the Company. Under the plan, bonuses will be paid to
an executive officer following the end of the current fiscal year (July 1,
2006 - June 30, 2007) if earnings per share growth targets are achieved by
the Company. No bonus is payable to any officer under the plan unless
earnings per share growth of at least 14% is achieved. At earnings per
share growth of 14%, a bonus of 7.5% of base salary will be payable. If
earnings per share increase by 15%, then a bonus of 20% of base salary will
be payable. Increases in earnings per share above 15% will be rewarded with
additional bonus, up to a maximum of 45% of base salary if earnings per
share increase 20% or more.
The 2007 General Manager Bonus Plan, a copy of which is attached
hereto as Exhibit 10.26 and incorporated by reference into this Item 1.01,
establishes a bonus plan for the General Managers, General Counsel,
Corporate Secretary, and Controller of the Company. This plan is identical
in terms to the bonus plan for the executives and, as in the 2007 Executive
Bonus Plan, no bonus is payable to any individual unless a minimum increase
in earnings per share of 14% is achieved. Half of such bonus is payable if
the earnings per share growth goal is met and the other half may be paid
upon attainment of individual objectives established by the individual's
direct supervisor.
Both of these bonus plans reflect the common purpose of rewarding
performance that achieves the Company's continuing core business objective
of year-over-year growth in net income and earnings per share.
The Board of Directors also increased the fees payable to the Company's
independent directors for attending in-person Board meetings to $2,500, an
increase of $1,000 per meeting. The fee for attending in-person meetings of
the Audit Committee was increased to $1,500, an increase of $700 per
meeting. The fee for attending telephonic meetings of the Audit Committee
was increased to $1,000, an increase of $400 per meeting. The fee for
attendance at Compensation and Governance Committee meetings was increased
$200 to $600 per meeting. To compensate for the additional time spent on
committee matters, the chairmen of the Audit, Compensation and Governance
Committees of the Board will be paid a premium of 50% for each committee
meeting that they chair.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.25 2007 Executive Bonus Plan
10.26 2007 General Manager Bonus Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACK HENRY & ASSOCIATES, INC.
(Registrant)
Date: September 5, 2006 By: /s/ Kevin D. Williams
-------------------------
Kevin D. Williams
Chief Financial Officer
EXHIBIT 10.25
2007 Executive Bonus Plan
-------------------------
Upon recommendation of the Compensation Committee, the Board of
Directors of Jack Henry & Associates, Inc. hereby establishes the following
as the 2007 Executive Bonus Plan for the company's Chief Executive Officer,
President and Chief Financial Officer (the "Executives") this 31st day of
August, 2006:
Following the end of the current fiscal year (July 1, 2006 - June 30,
2007), the Executives shall be paid a performance-based bonus of up to the
percentage of their annual salary paid during the fiscal year set forth in
the following table. No bonuses shall be paid under this plan to any
Executive unless the company attains a growth in earnings per share (the
"EPS Goal") of at least 14% for the current fiscal year. If the EPS Goal is
attained, then the Executive shall be eligible for a cash bonus of up to the
following percentage of his base annual salary:
EPS Goal Bonus Percentage
-------- ----------------
14% 7.5%
15% 20%
16% 25%
17% 30%
18% 35%
19% 40%
20% 45%
EXHIBIT 10.26
2007 General Manager Bonus Plan
-------------------------------
The Board of Directors of Jack Henry & Associates, Inc. hereby
establishes the following as the 2007 General Manager Bonus Plan for the
company's non-commissioned General Managers, General Counsel, Corporate
Secretary, and Controller (the "General Managers") this 31st day of August,
2006:
Following the end of the current fiscal year (July 1, 2006 - June 30,
2007), the General Managers shall be paid a performance-based bonus of up to
the percentage of their annual salary paid during the fiscal year set forth
in the following table. No bonuses shall be paid under this plan to any
General Manager unless the company attains a growth in earnings per share
(the "EPS Goal") of at least 14% for the current fiscal year. If the EPS
Goal is attained, then the General Manager shall be eligible for a cash
bonus of up to the following percentage of his or her base annual salary:
EPS Goal Bonus Percentage
-------- ----------------
14% 7.5%
15% 20%
16% 25%
17% 30%
18% 35%
19% 40%
20% 45%
Half of the bonus amount would be paid to each of the General Managers
upon attainment of the EPS Goal. The remaining half of the bonus amount
shall be paid to a General Manager if specific departmental or other
objectives are attained by the General Manager. These specific objectives
for each General Manager shall be established by the executive officer to
whom the General Manager reports.