Jack Henry & Associates Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JKHY
EDP Services
Technology
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, 2025
(Exact name of Registrant as specified in its Charter)
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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).
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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 November 12, 2025, the stockholders voted to approve the Jack Henry & Associates, Inc. 2025 Equity Incentive Plan (the “Plan”). The Plan had previously been approved by the Board of Directors and replaces the prior equity plan which expired in 2025. The Plan provides a framework for equity incentive awards to employees and non-employee directors of the Company. A description of the material terms of the Plan is set forth in Proposal 3 of the Company’s definitive Proxy Statement filed with the SEC on October 2, 2025 (the “Proxy”) and is incorporated herein by reference. The description of the Plan set forth in the Proxy is only a summary of the Plan and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.81 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Annual Meeting Stockholders (the, “Annual Meeting”) of Jack Henry & Associates, Inc. (the “Company”) was held on November 12, 2025.
(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 2026 annual meeting of stockholders or until their successors are elected and qualified:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| D. Foss | 59,366,281 | 1,968,485 | 99,978 | 4,615,816 | ||||||||||
| M. Flanigan | 58,640,785 | 2,678,807 | 115,152 | 4,615,816 | ||||||||||
| T. Wilson | 58,179,396 | 3,146,096 | 109,252 | 4,615,816 | ||||||||||
| T. Wimsett | 59,040,109 | 2,293,832 | 100,803 | 4,615,816 | ||||||||||
| S. Miyashiro | 60,463,627 | 870,258 | 100,859 | 4,615,816 | ||||||||||
| W. Brown | 60,801,923 | 534,753 | 98,068 | 4,615,816 | ||||||||||
| C. Campbell | 56,994,102 | 4,333,417 | 107,225 | 4,615,816 | ||||||||||
| T. LoCascio | 60,465,894 | 874,011 | 94,839 | 4,615,816 | ||||||||||
| L. Nelson | 60,487,075 | 784,827 | 162,842 | 4,615,816 | ||||||||||
| G. Adelson | 60,285,570 | 1,060,278 | 88,896 | 4,615,816 | ||||||||||
(2) Approved by a non-binding advisory vote, the compensation of the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 55,762,575 | 5,425,721 | 246,448 | 4,615,816 | ||||||||
(3) Approved the Company’s 2025 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 56,447,674 | 4,754,360 | 246,448 | 4,615,816 | ||||||||
(4) Ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 65,575,150 | 402,693 | 72,717 | — | ||||||||
(5) Rejected the stockholder proposal titled: “Improved Shareholder Ability to Call for a Special Shareholder Meeting”:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,898,458 | 31,423,388 | 112,898 | 4,615,816 | ||||||||
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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, 2025 | /s/ Mimi L. Carsley | |||||||||
| Mimi L. Carsley | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||