8-K

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): March 11, 2024

JACK HENRY & ASSOCIATES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	0-14112	43-1128385
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

663 Highway 60, P.O. Box 807, Monett, MO 65708

(Address of Principal Executive Offices) (Zip Code)

417-235-6652

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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 March 11, 2024, Jack Henry & Associates, Inc. (the “Company”) announced the appointment of Shanon G. McLachlan as Senior Vice President and Chief Operating Officer of the Company, effective July 1, 2024.

Mr. McLachlan, age 57, currently serves as Vice President of the Company and as President of Credit Union Solutions (previously Symitar®), a position he has held since 2019. He joined Jack Henry in 2015 and served as Senior Managing Director of ProfitStars® from 2015 to 2019. Prior to joining Jack Henry, Mr. McLachlan held various leadership positions at a core systems company where he supported both banks and credit unions.

Mr. McLachlan has no family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. McLachlan is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. As a result of this appointment, it is expected that Mr. McLachlan’s compensation will be increased, but no decision as to the new compensation terms have been made as of the date of this filing.

Additional information regarding Mr. McLachlan’s appointment is detailed in the Company’s press release dated March 11, 2024, the text of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.     Description

99.1                  Press Release dated March 11, 2024

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:	March 11, 2024	/s/ Mimi L. Carsley
		Mimi L. Carsley
		Chief Financial Officer and Treasurer

EX-99.01

Company:	Jack Henry & Associates, Inc.	Analyst Contact:	Vance Sherard
	663 Highway 60, P.O. Box 807		Vice President, Investor Relations
	Monett, MO 65708		(417) 235-6652
		Press Contact:	Mark Folk
			Director, Corporate Communications
			(704) 890-5323

Jack Henry & Associates to Elevate Shanon McLachlan to COO in July 2024

McLachlan has served as President of Jack Henry Credit Union Solutions since 2019

MONETT, Mo., March 11, 2024 – Jack Henry & Associates Inc.® (Nasdaq: JKHY) announced today that Shanon McLachlan, President of Jack Henry Credit Union Solutions, will become Chief Operating Officer (COO) effective July 1, 2024. As previously announced, Jack Henry President and COO Greg Adelson is being elevated to President and CEO on July 1, 2024. McLachlan, who also will become a Senior Vice President and executive officer of the company, will continue to report to Adelson.

In his new role, McLachlan will be responsible for all business lines, operations, and infrastructure. McLachlan joined Jack Henry in 2015 and served as Senior Managing Director of ProfitStars® before becoming President of Symitar® (now Credit Union Solutions) in 2019.

“Shanon is a strategic, visionary leader who has done an outstanding job leading key businesses and significantly contributing to our company’s overall success,” Adelson said. “His significant technology and operational experience in both the banking and the credit union industry positions him extremely well for this new opportunity. His expertise and skills will help ensure a seamless transition as we continue to execute our strategic objectives, advance our technology modernization strategy, and further adopt One Jack Henry to optimize our business operations to deliver value for our associates, clients, and shareholders.”

Under McLachlan’s leadership, the Credit Union Solutions team has improved operations and service, at both the business and enterprise level, through an unwavering focus on the company’s One Jack Henry program to simplify and enhance the associate and client experience. Prior to joining Jack Henry, McLachlan worked at a core systems company where he supported both banks and credit unions and was engaged in all aspects of implementations and customer support. In addition, he held Chief Technology Officer and SVP of Operations roles where he was an integral part of the Executive Leadership team and heavily involved in mergers and acquisitions.

“I’m excited and humbled for the opportunity to step into the COO role and continue building on the great momentum that we’ve experienced under Greg’s leadership,” McLachlan said. “We will remain focused on innovation and execution and keeping our clients at the center of everything that we do. Greg has built an outstanding team of talented, driven, and dedicated professionals in the COO organization, and I am honored to collaborate with them as we continue to move our company forward.”

About Jack Henry & Associates, Inc.®

Jack Henry™ (Nasdaq: JKHY) is a well-rounded financial technology company that strengthens connections between financial institutions and the people and businesses they serve. We are an S&P 500 company that prioritizes openness, collaboration, and user centricity – offering banks and credit unions a vibrant ecosystem of internally developed modern capabilities as well as the ability to integrate with leading fintechs. For more than 47 years, Jack Henry has provided technology solutions to enable clients to innovate faster, strategically differentiate, and successfully compete while serving the evolving needs of their accountholders. We empower approximately 7,500 clients with people-inspired innovation, personal service, and insight-driven solutions that help reduce the barriers to financial health. Additional information is available at www.jackhenry.com.

Statements made in this news release that are not historical facts are “forward-looking statements.” Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, those discussed in the Company’s Securities and Exchange Commission filings, including the Company’s most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Any forward-looking statement made in this news release speaks only as of the date of the news release, and the Company expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether because of new information, future events or otherwise.

XML

Cover Page	Mar. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 11, 2024
Entity Central Index Key	0000779152
Entity Registrant Name	JACK HENRY & ASSOCIATES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-14112
Entity Tax Identification Number	43-1128385
Entity Address, Address Line One	663 Highway 60, P.O. Box 807
Entity Address, City or Town	Monett
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65708
City Area Code	417
Local Phone Number	235-6652
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false