01—Abstract
Summary
Summary of the 8-K filed January 10, 2024. Cited figures are marked; the original filing is the authoritative source.
SS&C Technologies Holdings, Inc. filed this Form 8-K on January 10, 2024 to report that its Board of Directors elected Debra Walton-Ruskin as a new director effective January 4, 2024.
The Board expanded from seven to eight directors to create the vacancy she fills. She was elected as a Class II director serving until the 2024 Annual Meeting of Stockholders, and she was also appointed to the Nominating and Governance Committee. The filing states that a third-party consultant ran the director search, and that the Nominating and Governance Committee unanimously recommended her after reviewing integrity, business acumen, expertise, skills, experience, and diversity attributes.
Under the Company's historical approach for new directors, the Board approved an initial award of restricted stock units under the 2023 Stock Incentive Plan with a grant date value of $100,000a. The RSUs vest on the first anniversary of the grant date. She will also participate in the non-employee director compensation program described in the 2023 proxy statement filed April 6, 2023.
The filing states she has never been employed by the Company or its subsidiaries and that there are no related person transactions with her under Item 404(a) of Regulation S-K. The filing is governance-focused and reports no financial results.
The company's January 9, 2024 press release announcing the appointment is filed as Exhibit 99.1. That release describes her as an independent director with prior roles at the London Stock Exchange Group, Refinitiv, and Thomson Reuters.
02—Key points
Key Highlights
- Debra Walton-Ruskin was elected to the Board of Directors effective January 4, 2024, filling a vacancy created by expanding the Board from seven to eight directors.
- She was elected as a Class II director serving until the 2024 Annual Meeting of Stockholders and was appointed to the Nominating and Governance Committee.
- A third-party consultant was engaged for the director search, and the Nominating and Governance Committee unanimously recommended her.
- Her initial equity award is restricted stock units with a grant date value of $100,000 under the 2023 Stock Incentive Plan, vesting on the first anniversary of the grant date.
- She will participate in the non-employee director compensation program described in the 2023 proxy statement filed April 6, 2023.
- The filing states she has never been employed by the Company or its subsidiaries and has no related person transactions under Item 404(a) of Regulation S-K.
- The January 9, 2024 press release (Exhibit 99.1) describes her as an independent director with prior roles at the London Stock Exchange Group, Refinitiv, and Thomson Reuters.
03—Questions
Frequently Asked Questions
Who was appointed to the SS&C Board of Directors?
Debra Walton-Ruskin was elected to the Board on January 4, 2024, as a Class II director. Her term runs until the 2024 Annual Meeting of Stockholders and until her successor is duly elected and qualified.
Why was the Board seat created?
The Board increased in size from seven directors to eight, and Ms. Walton-Ruskin was elected to fill the resulting vacancy.
What compensation will the new director receive?
She received an initial RSU award under the 2023 Stock Incentive Plan with a grant date value of $100,000. The RSUs vest on the first anniversary of the grant date. She will also participate in the non-employee director compensation program described in the company's 2023 proxy statement.
Does the appointment involve any conflicts of interest or related party transactions?
The filing states there is no arrangement or understanding between Ms. Walton-Ruskin and any other person regarding her selection, that she has never been employed by the Company or its subsidiaries, and that there are no related person transactions under Item 404(a) of Regulation S-K.
What does the filing say about her background?
Exhibit 99.1, the January 9, 2024 press release, says she previously served as Chief Revenue Officer at the London Stock Exchange Group after its acquisition of Refinitiv, and held roles at Thomson Reuters and Thomson Financial. The release also describes her as an independent director.
04—Continue