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): November 12, 2024
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Annual Meeting Stockholders of Jack Henry & Associates, Inc. (the “Company”) was held on November 12, 2024.
(b)The Company’s stockholders elected all of the Company’s nominees for director, and voted on other matters, with final voting results as follows:
(1) Elected the following directors to hold office for one-year terms ending at the 2025 annual meeting of stockholders or until their successors are elected and qualified:
| Name | For | Withheld | Broker Non-Votes | ||||||||
| D. Foss | 55,535,645 | 5,601,938 | 4,749,566 | ||||||||
| M. Flanigan | 58,656,228 | 2,481,355 | 4,749,566 | ||||||||
| T. Wilson | 58,801,549 | 2,336,034 | 4,749,566 | ||||||||
| T. Wimsett | 59,408,644 | 1,728,939 | 4,749,566 | ||||||||
| S. Miyashiro | 57,141,639 | 3,995,944 | 4,749,566 | ||||||||
| W. Brown | 60,874,889 | 262,694 | 4,749,566 | ||||||||
| C. Campbell | 59,746,392 | 1,391,191 | 4,749,566 | ||||||||
| T. LoCascio | 60,896,364 | 241,219 | 4,749,566 | ||||||||
| L. Nelson | 60,954,586 | 182,997 | 4,749,566 | ||||||||
(2) Approved by a non-binding advisory vote, the compensation of the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 56,638,258 | 4,372,251 | 127,074 | 4,749,566 | ||||||||
(3) Approved an amendment to the certificate of incorporation to reduce stockholder voting thresholds:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 60,893,909 | 175,841 | 67,833 | 4,749,566 | ||||||||
(4) Ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 65,282,517 | 487,931 | 116,701 | — | ||||||||
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: | November 14, 2024 | /s/ Mimi L. Carsley | |||||||||
| Mimi L. Carsley | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||