HENRY JACK & ASSOCIATES INC0000779152FALSE00007791522022-01-212022-01-21
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2022
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)|
(IRS Employer Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of Principle Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, the Board of Directors (the “Board”) of Jack Henry & Associates, Inc. (the “Company”) appointed Gregory R. Adelson as President of the Company, effective January 25, 2022. Mr. Adelson will also continue to serve in his existing role as Chief Operating Officer of the Company, which position he has held since November 2019.
In connection with the appointment, David B. Foss, the Company’s Board Chair and Chief Executive Officer, relinquished his title as President effective January 25, 2022. Mr. Foss will continue to serve as the Company’s Board Chair and Chief Executive Officer.
On January 21, 2022, in connection with Mr. Adelson’s appointment, the Compensation Committee of the Board approved certain modifications to the compensation arrangements with Mr. Adelson. The modifications are effective as of February 1, 2022. Mr. Adelson’s base salary was increased to $501,407 and his annual cash incentive bonus target of 100% of his base salary for the current fiscal year will be based fully on this increased base salary for a target amount of $501,407.
Any information required by Items 401(b), (d) and (e) and Item 404(a) of Regulation S-K is disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on October 4, 2021.
Additional information regarding Mr. Adelson’s appointment as President is detailed in the Company’s press release dated January 25, 2022, the text of which is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
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.
|Date:||January 25, 2022||/s/ Kevin D. Williams|
|Kevin D. Williams|
|Chief Financial Officer and Treasurer|
|Company:||Jack Henry & Associates, Inc.||Analyst Contact:||Vance Sherard, CFA|
|663 Highway 60, P.O. Box 807||Sr. Director - Corporate Development & Investor Relations|
|Monett, MO 65708||(417) 235-6652|
|Press Contact:||Mark Folk|
|Sr. Manager Corporate Comm.|
Jack Henry & Associates Names Greg Adelson Company President
Adelson remains company’s Chief Operating Officer
MONETT, MO, January 25, 2022 – Jack Henry & Associates, Inc.® (NASDAQ:JKHY) announced today that Chief Operating Officer (COO) Greg Adelson will become President and COO of the company, effective immediately. Adelson, who has been with the company for 11 years, has served as COO since 2019.
“Greg has done an outstanding job managing the business operations for Jack Henry and has been a key driver of our growth and success for more than 10 years,” said Board Chair and CEO David Foss. “Greg is a strong, proven leader who has strengthened our operating model and positioned us well for the future. He has a deep understanding of all areas of our business and is highly respected by colleagues across the company. On behalf of the Board, I want to congratulate Greg on this well-deserved promotion.”
Adelson joined Jack Henry in 2011 as group president of iPay and was promoted to General Manager of JHA Payment SolutionsTM in 2014. He became COO more than two years ago with responsibility for all products and business units, including Core, Digital Banking, Lending, Payments, and Financial Crimes, among others. As President and COO, Adelson will retain his current responsibilities and assume leadership for the company’s recently created Digital and Technology Office headed by Ben Metz.
“Jack Henry is a special place to work and I am extremely humbled and honored to become the next President of the company,” Adelson said. “Every day I get to work with a group of talented and dedicated professionals who are focused on strengthening the connections between the community financial institutions we serve and the account holder relationships they foster. I look forward to continuing to drive our key business priorities that will help capitalize on significant growth opportunities for our company and the clients we serve.”
About Jack Henry & Associates, Inc.
Jack Henry (NASDAQ:JKHY) is a leading SaaS provider of technology solutions primarily for the financial services industry. We are an S&P 500 company that serves approximately 8,500 clients nationwide through three divisions: Jack Henry Banking® provides innovative solutions to community and regional banks; Symitar® provides industry-leading solutions to credit unions of all sizes; and ProfitStars® offers highly specialized solutions to financial institutions of every asset size, as well as diverse corporate entities outside of the financial services industry. With a heritage that has been dedicated to openness, partnership, and user centricity for more than 40 years, we are well-positioned as a driving market force in future-ready digital solutions and payment processing services. We empower our clients and consumers with the human-centered, tech-forward, and insights-driven solutions that will get them where they want to go. Are you future ready? 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.