01—Abstract
Summary
Summary of the 8-K filed June 4, 2024. Cited figures are marked; the original filing is the authoritative source.
At its Annual Meeting of Stockholders on May 29, 2024, SS&C Technologies Holdings, Inc. stockholders approved the Amended and Restated 2023 Stock Incentive Plan (the "A&R 2023 Plan"), which increases the number of shares reserved for issuance under the plan by 2,600,000 shares of common stock.
The Board of Directors had approved the A&R 2023 Plan on April 4, 2024, subject to stockholder approval. The plan amends and restates the 2023 Stock Incentive Plan, which stockholders previously approved on May 17, 2023. The filing states that the principal features are described in the company's Definitive Proxy Statement on Schedule 14A filed April 12, 2024, and that the full plan text is attached to that proxy as Appendix B.
Stockholders also voted on director elections, executive compensation, auditor ratification, and the plan itself. Jonathan E. Michael and Debra Walton-Ruskin were elected as Class II directors, each to serve a term expiring at the 2027 annual meeting.
Stockholders approved, on an advisory basis, the compensation of the named executive officers, and they ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The filing states that no other matters were submitted for stockholder action.
For investors, the filing's key items are the expanded equity award capacity under the A&R 2023 Plan and the vote results on governance matters. Vote tallies for the plan proposal, the say-on-pay proposal, and the director elections were all reported with a meaningful number of votes against, alongside the shares reported as broker non-votes.
02—Key points
Key Highlights
- Stockholders approved the Amended and Restated 2023 Stock Incentive Plan, adding 2,600,000 shares of common stock to the plan's reserve.
- The Board approved the A&R 2023 Plan on April 4, 2024, subject to stockholder approval, which was obtained at the May 29, 2024 Annual Meeting.
- Jonathan E. Michael (196,918,197 for; 28,109,658 against; 429,267 abstain) and Debra Walton-Ruskin (221,982,349 for; 3,162,756 against; 312,017 abstain) were elected as Class II directors with terms expiring at the 2027 annual meeting.
- Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers (197,236,176 for; 27,893,338 against; 327,608 abstain).
- PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for fiscal 2024 (224,372,996 for; 7,863,482 against; 414,168 abstain).
- The A&R 2023 Plan itself received 196,990,922 votes for, 28,127,859 against, and 338,341 abstentions, with 7,193,524 broker non-votes.
- The plan's full text and principal features are detailed in the Proxy Statement filed April 12, 2024 (Proposal 4 and Appendix B).
03—Questions
Frequently Asked Questions
How many additional shares are available under the stock incentive plan after this approval?
The stockholders approved an increase of 2,600,000 shares of common stock to the number of shares reserved for issuance under the A&R 2023 Plan. The filing does not state the total reserve after the increase.
Who was elected to the Board at the Annual Meeting, and how long do their terms last?
Jonathan E. Michael and Debra Walton-Ruskin were elected as Class II directors. Each will serve a term expiring at the 2027 annual meeting of stockholders, or until a successor is duly elected and qualified.
Did stockholders support the company's executive compensation?
Yes. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 197,236,176 votes for, 27,893,338 against, 327,608 abstentions, and 7,193,524 broker non-votes.
Which accounting firm was approved to audit the company for 2024?
Stockholders approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 224,372,996 votes for, 7,863,482 against, and 414,168 abstentions.
Where can investors find the full details of the amended incentive plan?
The principal features are described under "Proposal 4 - Approval of SS&C Technologies Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan" in the Definitive Proxy Statement on Schedule 14A filed April 12, 2024. The full text of the A&R 2023 Plan is attached as Appendix B to that Proxy Statement.
04—Continue