UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On January 4, 2024, the Board of Directors (the “Board”) of SS&C Technologies Holdings, Inc. (the “Company”) elected Debra Walton-Ruskin to the Board to fill a vacancy resulting from an increase in the size of the Board from seven directors to eight directors. Ms. Walton-Ruskin was elected as a Class II director to serve until the 2024 Annual Meeting of Stockholders and until her successor has been duly elected and qualified. The Company announced the election of Ms. Walton-Ruskin in its January 9, 2024 press release. A copy of that press release is being filed with this Form 8-K as Exhibit 99.1.
The Company's Nominating and Governance Committee (the “Nom Gov Committee”) engaged a third-party consultant to conduct a thorough director search process, and also considered recommendations from Board members and management of the Company.
Ms. Walton-Ruskin was nominated and unanimously recommended by the Nom Gov Committee after review of her and other director candidates’ integrity, business acumen, expertise, skills, experience, diversity attributes such as gender and ethnicity, and other criteria for Board member selection set forth in the Nom Gov Committee’s charter and in the Company’s Corporate Governance Guidelines. The Board also elected Ms. Walton-Ruskin as a member of the Company’s Nom Gov Committee, upon the nomination and unanimous recommendation of the Nom Gov Committee.
Consistent with the Company’s historical approach for newly elected directors, in connection with her election, the Board approved the grant to Ms. Walton-Ruskin of an initial award of restricted stock units (“RSUs”) under the Company’s 2023 Stock Incentive Plan. The RSUs granted to Ms. Walton-Ruskin have a grant date value of $100,000, with the actual number of RSUs to be granted determined by dividing the grant date value by the Company’s stock price on the date of grant. The RSUs will vest on the first anniversary of the grant date. In addition, as a member of the Board, Ms. Walton-Ruskin will participate in the Company’s non-employee director compensation program (the “Director Compensation Program”). A description of the Director Compensation Program is set forth on page 31 of the Company’s proxy statement for the 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 6, 2023, which description is incorporated herein by this reference.
There is no arrangement or understanding between Ms. Walton-Ruskin and any other person pursuant to which she was selected as a director. In addition, Ms. Walton-Ruskin has never been employed at the Company or any of its subsidiaries. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. Walton-Ruskin and the Company or any of its subsidiaries.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
See Exhibit Index attached hereto.
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Description |
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99.1 |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
Date: January 10, 2024
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SS&C TECHNOLOGIES HOLDINGS, INC. |
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By: |
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/s/ Jason White |
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Jason White |
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Senior Vice President, General Counsel and Secretary |