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): June 30, 2025
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2025, as part of a leadership transition plan, David B. Foss stepped down from his role as Executive Chair of Jack Henry & Associates, Inc. (the “Company”) and ceased to be an executive officer of the Company. Mr. Foss will remain a director and Chair of the Board of Directors. Following a brief period when Mr. Foss will serve in a non-executive employee role with the Company, Mr. Foss will be compensated in his role as a non-employee director on the same terms as the other non-employee directors, plus a Board Chair annual retainer, anticipated to be $100,000. These director compensation amounts will be pro-rated for the remainder of this year’s director term, which expires at the 2025 Annual Meeting of Stockholders.
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: | July 1, 2025 | /s/ Mimi L. Carsley | |||||||||
| Mimi L. Carsley | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||