01—Abstract
Summary
Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.
SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) filed this Current Report on Form 8-K dated May 22, 2026, covering three items: the results of its May 20, 2026 Annual Meeting of Stockholders, a renewed stock repurchase program, and a quarterly dividend.
Stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, which increases the shares reserved for issuance by 10,000,000 shares of common stock. The Board had approved that plan on March 11, 2026, subject to stockholder approval. Stockholders also elected Normand A.
Boulanger, David A. Varsano and Michael J. Zamkow as Class I directors with terms expiring at the 2029 annual meeting, approved the non-binding advisory say-on-pay vote, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026.
On May 21, 2026, the Board authorized a renewal and increase of the stock repurchase program to up to $1.5 billiona in aggregate of outstanding common stock. Repurchases may be made on the open market, in privately negotiated transactions, or through other legally permissible means, including under a Rule 10b5-1 plan, and the program may be suspended or discontinued at any time. Authority continues until the one-year anniversary of the Board's authorization unless terminated earlier.
The Board also approved a quarterly dividend of $0.27b per share, payable June 15, 2026 to holders of record at the close of business on June 1, 2026. In the accompanying press release, Chairman and CEO Bill Stone said the company believes the current share price undervalues its financial strength and future prospects, and that capital allocation will prioritize shareholder value through dividends, opportunistic buybacks and debt paydown, while keeping flexibility for accretive acquisitions.
02—Key points
Key Highlights
- Authorized a renewed stock repurchase program of up to $1.5 billion in aggregate common stock, with authority lasting until the one-year anniversary of the Board's authorization unless earlier terminated.
- Declared a quarterly dividend of $0.27 per share, payable June 15, 2026 to stockholders of record as of June 1, 2026.
- Stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, increasing shares reserved for issuance by 10,000,000 shares of common stock.
- Elected Normand A. Boulanger, David A. Varsano and Michael J. Zamkow as Class I directors with terms expiring at the 2029 annual meeting.
- Stockholders approved, on an advisory basis, the compensation of named executive officers, with 174,257,337 votes for and 33,615,417 against.
- Ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 209,980,176 votes for and 9,554,471 against.
- CEO Bill Stone stated the company believes the current share price undervalues its financial strength and future prospects, and that AI is a structural tailwind for the business.
03—Questions
Frequently Asked Questions
How large is the new stock repurchase program and how will it be executed?
The Board authorized a renewal and increase of the program to repurchase up to $1.5 billion in aggregate of outstanding common stock. Repurchases may be made on the open market, in privately negotiated transactions, or through other legally permissible means, and may be conducted under a Rule 10b5-1 plan. Timing and amount will be determined by management based on market conditions and other factors, and the program may be suspended or discontinued at any time.
What dividend did the company declare and when is it payable?
The Board approved a quarterly dividend of $0.27 per share, consistent with the company's quarterly dividend policy. It is payable June 15, 2026 to stockholders of record as of the close of business on June 1, 2026.
What does the increase to the stock incentive plan mean for shareholders?
Stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, which increases the number of shares reserved for issuance by 10,000,000 shares of common stock. The plan's principal features are described in Proposal 4 of the company's April 8, 2026 proxy statement, and the full plan text is attached to that proxy as Appendix B.
Were any directors elected and how did the votes come out?
Normand A. Boulanger received 189,130,350 votes for and 10,740,140 against, with 8,031,627 abstentions. David A. Varsano received 166,765,134 for and 33,105,141 against, with 8,031,842 abstentions. Michael J. Zamkow received 186,910,160 for and 12,959,380 against, with 8,032,577 abstentions. Each was elected as a Class I director for a term expiring at the 2029 annual meeting. Broker non-votes were 11,654,381 for each nominee.
What did management say about the company's capital allocation priorities?
In the press release, Chairman and CEO Bill Stone said capital allocation to maximize shareholder value remains the priority. He said the company will use cash flow to pay the dividend, opportunistically repurchase stock and pay down debt, while keeping flexibility for high-quality accretive acquisitions.
04—Continue