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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2019
JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 0-14112 (Commission File Number) | 43-1128385 (I.R.S. Employer Identification No.) |
663 Highway 60, P.O. Box 807
Monett, Missouri 65708
(Address of principal executive office) (Zip Code)
(417) 235-6652
(Registrant's telephone number, including area code)
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | JKHY | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2019, Jack Henry & Associates, Inc. (the “Company”) announced the following changes to its executive team, each of which will be effective as of November 15, 2019.
Mark Forbis, the Company’s Executive Vice President and Chief Technology Officer, will retire. Ted Bilke, Vice President of the Company and President of Symitar, will be appointed its Chief Technology Officer in addition to his current responsibilities.
Greg Adelson will be appointed the Company’s Chief Operating Officer, a newly created position on the Company’s executive team. Mr. Adelson, age 55, has served as the Vice President of the Company since July 2018 and General Manager of JHA Payment Solutions since July 2014. There are no arrangements or understandings between Mr. Adelson and any other person pursuant to which either was selected as an officer of the Company. Mr. Adelson is not related to any executive officer or director of the Company. There have been no transactions since July 1, 2018, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Adelson had, or will have, a direct or indirect material interest that is required to be disclosed pursuant to Section 404(a) of Securities and Exchange Commission Regulation S-K. As a result of the promotion, it is expected that Mr. Adelson’s compensation will be increased, but no decision as to the new compensation terms have been made as of the date of this filing.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company to announce the changes to the executive team is furnished with this Current Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. Description
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 30, 2019
By: /s/ Kevin D. Williams
Kevin D. Williams
Chief Financial Officer
2
Exhibit 99.1
Company: | Jack Henry & Associates, Inc. | Analyst Contact: | Kevin D. Williams |
663 Highway 60, P.O. Box 807 | Chief Financial Officer | ||
Monett, MO 65708 | (417) 235-6652 | ||
Press Contact: | Jessica Randall | ||
Corporate Communications Manager | |||
(704) 357-0298 | |||
Jack Henry & Associates Announces Executive Team Changes
Forbis announces retirement; Bilke to be appointed CTO and Adelson to assume new COO role
Forbis announces retirement; Bilke to be appointed CTO and Adelson to assume new COO role
MONETT, MO. – September 30, 2019 – Jack Henry & Associates, Inc.® (NASDAQ: JKHY), a leading provider of technology solutions and payment processing services primarily for the financial services industry, announced today that its Executive Vice President and Chief Technology Officer, Mark Forbis, will retire on November 15, 2019. Effective with Forbis’ retirement, the company will appoint Ted Bilke as its CTO and elevate Greg Adelson to a new Chief Operating Officer position on its executive team.
David Foss, president and CEO of Jack Henry & Associates, commented, “Mark’s commitment to our company’s progress has been palpable at Jack Henry for decades. While I’m excited for this new chapter of his life, his dedication and expertise will be missed. We are grateful to Mark for his significant contributions to our company and our industry; he leaves behind strong teams that have well positioned Jack Henry for continued success.”
Forbis began his career in 1982 with Systematics (now Fidelity Information Systems) in its data center in Fayetteville, Arkansas while attending the University of Arkansas. He moved to Monett, Missouri in 1988 to join JHA’s CIF 36 Support Department, and in the years that followed he served in diverse roles within the organization. He was instrumental in researching, developing, and enhancing the SilverLake System® core platform, served as an Installation Manager, and managed the Image and Item Processing division where he was responsible for development, installation, and support of the company’s check and document image products. In 2003, he was named General Manager of Technology Services, where he focused on the technology direction of the company’s core banking and credit union platforms and numerous complementary products. Forbis was named Vice President and Chief Technology Officer in 2006 and was elevated to Executive Vice President in July 2018.
Ted Bilke, Vice President of Jack Henry & Associates and President of Symitar®, will serve as the company’s CTO upon Forbis’ retirement. Bilke joined the Symitar team as Director of Operations in October 2005 and was promoted to General Manager of Episys® Operations and Development in October 2008. In July 2010, he was named President of Symitar and in July 2018 he was named a corporate Vice President. Bilke will assume the CTO role in addition to his current responsibilities.
The company is also announcing an entirely new role on its executive team – Chief Operating Officer. Greg Adelson, Vice President of Jack Henry & Associates and General Manager of JHA Payment Solutions™, is being elevated to this new position effective November 15. Adelson joined JHA in July 2011 as group president of iPay and served in that role until July 2014 when he was promoted to General Manager. He was named a corporate Vice President in July 2018. Adelson will be responsible for all business operations at the company.
Foss added, “I’d like to congratulate both Ted and Greg on their new responsibilities. While we will miss Mark, we’re fortunate to benefit from Ted’s leadership and expertise as our new CTO. Additionally, we’re confident that the wealth of experience Greg brings to our new Chief Operating Officer role will strengthen our ability to provide an operating model that continues to fuel growth and success for Jack Henry.”
Exhibit 99.1
About Jack Henry & Associates, Inc.
Jack Henry & Associates, Inc.® (NASDAQ: JKHY) is a leading provider of technology solutions and payment processing services primarily for the financial services industry. The S&P 500 company’s solutions serve more than 9,000 customers nationwide and are marketed and supported through three primary brands. Jack Henry Banking® supports banks ranging from community banks to multi-billion-dollar institutions with information processing solutions. Symitar® is a leading provider of information processing solutions for credit unions of all sizes. ProfitStars® provides highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities to mitigate and control risks, optimize revenue and growth opportunities, and contain costs. Additional information is available at www.jackhenry.com.
Statements made in this news release that are not historical facts are forward-looking information. Actual results may differ materially from those projected in any forward-looking information. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. Additional information on these and other factors, which could affect the Company’s financial results, are included in its Securities and Exchange Commission (SEC) filings on Form 10-K, and potential investors should review these statements. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from any forward-looking information.