Registration No. 333-
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Pennsylvania
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23-1707341
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Freedom Valley Drive
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Oaks, Pennsylvania 19456-1100
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(610) 676-1000
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Michael N. Peterson
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Executive Vice President, General Counsel
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SEI Investments Company
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1 Freedom Valley Drive
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Oaks, Pennsylvania 19456-1100
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(610) 676-1000
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JUSTIN W. CHAIRMAN, ESQ.
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Morgan, Lewis & Bockius LLP
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2222 Market Street
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Philadelphia, PA 19103
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(215) 963-5000
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Large accelerated filer ☑
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Item 3. |
Incorporation of Documents by Reference.
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•
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The registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 20, 2024, as amended by Amendment No. 1 thereto, filed with the Commission on February 22,
2024;
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•
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The registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed with the Commission on April 29, 2024, and June 30, 2024, filed with the Commission on July 26, 2024;
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•
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The registrant’s Current Reports on Form 8-K filed with the Commission on February 1, 2024, February 5, 2024, March 1, 2024 and May 30, 2024; and
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•
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The description of the Registrant’s shares of Common Stock, $0.01 par value per share, contained in the Registrant’s Registration Statement on Form 8-A registering the Registrant’s shares of common stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, filed with the Securities and Exchange Commission, or the Commission on June 18, 1999, and any amendment or report filed with the Commission for purposes of
updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description
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4.1 |
Articles of Incorporation of the Registrant as amended on January 21, 1983; incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1982.
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4.2 |
Amendment to Articles of Incorporation of the Registrant, dated May 21, 1992; incorporated by reference to Exhibit 3.1.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
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4.3 |
Amendment to Articles of Incorporation of the Registrant, dated May 26, 1994; incorporated by reference to Exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
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4.4 |
Amendment to Articles of Incorporation of the Registrant, dated November 21, 1996; incorporated by reference to Exhibit 3.1.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
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4.5 |
Amendment to Articles of Incorporation of the Registrant, dated February 14, 2001; incorporated by reference to Exhibit 3.1.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
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4.6 |
Amended and Restated By-Laws of the Registrant; incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K dated March 31, 2022.
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4.7 |
SEI Investments Company 2024 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit 10.15 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 30, 2024.
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4.8 |
SEI Investments Company Employee Stock Purchase Plan as amended and restated on April 21, 2020; incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the
Commission on February 20, 2024.
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+5.1 |
Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being registered.
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+23.1 |
Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto).
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+23.2 |
Consent of KPMG LLP.
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+24.1 |
Powers of Attorney (included as part of the signature page hereof).
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+107 |
Filing Fee Table.
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Item 9. |
Undertakings.
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
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(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SEI INVESTMENTS COMPANY
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By:
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/s/ Ryan P. Hicke
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Ryan P. Hicke
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Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ Ryan P. Hicke
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Chief Executive Officer and Director
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July 26, 2024
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Ryan P. Hicke
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(Principal Executive Officer)
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/s/ Sean J. Denham
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Chief Financial Officer
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July 26 2024
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Sean J. Denham
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(Principal Financial Officer)
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/s/ Mark A. Warner
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Chief Accounting Officer and Controller
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July 26, 2024
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Mark A. Warner
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(Principal Accounting Officer)
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/s/ Alfred P. West, Jr.
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Executive Chairman of the Board and Director
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July 26, 2024
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Alfred P. West, Jr.
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/s/ Jonathan A. Brassington
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Director
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July 26, 2024
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Jonathan A. Brassington
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/s/ William M. Doran
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Director
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July 26, 2024
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William M. Doran
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/s/ Carl A. Guarino
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Director
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July 26, 2024
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Carl A. Guarino
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/s/ Kathryn M. McCarthy
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Director
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July 26, 2024
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Kathryn M. McCarthy
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/s/ Stephanie D. Miller
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Director
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July 26, 2024
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Stephanie D. Miller
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/s/ Carmen V. Romeo
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Director
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July 26, 2024
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Carmen V. Romeo
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