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): May 22, 2025 (May 21, 2025)
SS&C TECHNOLOGIES HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-34675 |
71-0987913 |
(State or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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80 Lamberton Road, Windsor, CT |
06095 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (860) 298-4500
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 (see General Instruction A.2. below):
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☐ |
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)) |
Indicate by check mark whether the registrant is an emerging growth company 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).
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☐ |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common stock, par value $0.01 per share |
SSNC |
The Nasdaq Global Select Market |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. (the “Company”) held on May 21, 2025 (the “Annual Meeting”), the Company’s stockholders approved the adoption of the SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan (the “A&R 2023 Plan”) to increase the number of shares reserved for issuance under the A&R 2023 Plan by 6,000,000 shares of common stock of the Company. The Company’s Board of Directors (the “Board”) approved the adoption of the A&R 2023 Plan on March 31, 2025, subject to approval by the Company’s stockholders at the Annual Meeting.
The A&R 2023 Plan amends and restates the SS&C Technologies Holdings, Inc. 2023 Amended and Restated Stock Incentive Plan, which was previously approved by the Company’s stockholders on May 17, 2023 and subsequently amended by the Company’s stockholders on May 29, 2024. The principal features of the A&R 2023 Plan are described in detail under “Proposal 4 - Approval of SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”). The full text of the A&R 2023 Plan is attached as Appendix B to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the following proposals and director nominations:
1.The following nominees were elected to the Company’s Board as Class III directors, to serve a term expiring at the 2028 annual meeting of stockholders and until their successors have been duly elected and qualified. The votes cast with respect to the election of the nominees are as follows:
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Director Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Smita Conjeevaram |
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205,674,375 |
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19,252,054 |
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64,088 |
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5,783,857 |
William C. Stone |
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207,194,602 |
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16,871,878 |
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924,037 |
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5,783,857 |
Francesco Vanni d’Archirafi |
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218,333,495 |
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6,591,901 |
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65,121 |
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5,783,857 |
2.A non-binding, advisory vote on the compensation of the Company’s named executive officers was approved. The votes cast with respect to this matter are as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
192,622,681 |
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32,219,927 |
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147,909 |
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5,783,857 |
3.The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. The votes cast with respect to this proposal are as follows:
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For |
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Against |
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Abstain |
221,339,588 |
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9,300,002 |
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134,784 |
4.Approval of the SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan. The votes cast with respect to this matter are as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
188,506,437 |
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36,366,164 |
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117,916 |
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5,783,857 |
No other matters were submitted for stockholder action.
Item 8.01. Other Events
On May 22, 2025, the Company announced that its Board of Directors (“Board”) has authorized a renewal and increase of its stock repurchase program, which will enable the Company to repurchase up to $1.5 billion in aggregate of the Company’s outstanding shares of common stock. Under the renewed and increased program, the Company’s proposed repurchases may be made from time to time in one or more transactions on the open market or in privately negotiated purchase and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under Securities Exchange Act of 1934, as amended. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading
laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s stock plans and for other corporate purposes. The Company’s authority to repurchase shares under the renewed program shall continue until the one-year anniversary of the Board’s authorization, unless terminated by the Board.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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.
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SS&C TECHNOLOGIES HOLDINGS, INC. |
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Date: May 22, 2025 |
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By: |
/s/ Brian N. Schell |
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Brian N. Schell |
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Executive Vice President and Chief Financial Officer |