SS&C Technologies Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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)

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):

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).

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:

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:

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.