SSNC SS and C Technologies Holdings Inc

 

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): January 4, 2024

SS&C TECHNOLOGIES HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware	001-34675	71-0987913
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Lamberton Road, Windsor, CT	06095
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 298-4500

Not Applicable

(Former Name or Former Address, 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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	SSNC	The Nasdaq Global Select Market

 

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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.

Exhibit No.	Description
99.1	Press release, dated January, 9 2024
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

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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

SS&C TECHNOLOGIES HOLDINGS, INC.
By:		/s/ Jason White
		Jason White
		Senior Vice President, General Counsel and Secretary

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Exhibit 99.1

 

 

SS&C Technologies Welcomes Seasoned Global Business Leader Debra Walton-Ruskin to its Board of Directors

1/9/2024

 

WINDSOR, Conn., Jan. 9, 2024 /PRNewswire/ -- SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced the appointment of Debra Walton-Ruskin as a new independent director to its Board of Directors. Debra is a seasoned global business leader, having spent her career in financial data, data operations and executive leadership roles.

 

"We are delighted to welcome Debra to our Board of Directors," said Bill Stone, Chairman and Chief Executive Officer. "Debra brings extensive international experience, having lived and worked on three continents. Her deep expertise in fintech, global markets, and sustainability aligns perfectly with our strategic goals. We believe her insights will be invaluable as we continue to innovate and serve our clients."

 

Prior to joining SS&C, Debra served as the Chief Revenue Officer at the London Stock Exchange Group (LSEG), following LSEG's acquisition of Refinitiv. Her leadership was instrumental in successfully selling Refinitiv to LSEG, marking the culmination of nearly two decades at Refinitiv, Thomson Reuters, and Thomson Financial. She has held numerous C-suite roles, including Global Head of Market Development, Chief Data Officer, Chief Product Officer, and Chief Revenue Officer. She was also President & CEO of Nucleus Financial, a VC-backed startup, a Partner at Cantor Fitzgerald, and a founding Board Member of the Cantor Fitzgerald Futures Exchange. Debra began her career in financial services as head of sales for Australian-based Giltnet Limited, and was part of the team that took Giltnet public on the Australian Stock Exchange.

 

Commenting on her appointment, Debra said, "I am honored to join the SS&C's Board of Directors and look forward to contributing my experience and insights to this dynamic organization. SS&C has a strong reputation for innovation and excellence in the financial services industry, and I am excited to be a part of its continued growth and success."

 

David Varsano, Chairman of SS&C's Nominating and Governance Committee, added, "I am excited to have Debra join our Board. Her extensive experience and commitment to diversity make her an excellent addition, and I am confident she will contribute to our company's growth."

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Debra is actively involved in advancing women in business and currently serves on the Board of Springboard, a non- profit organization focused on helping female entrepreneurs grow their businesses. SS&C was recently named as one of America's Greatest Workplaces for Diversity 2024 by Newsweek.

 

About SS&C Technologies

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. Some 20,000 financial services and healthcare organizations, from the world's largest companies to small and mid-market firms, rely on SS&C for expertise, scale and technology.

 

SOURCE: SS&C

 

Additional information about

SS&C (Nasdaq: SSNC) is available at www.ssctech.com. Follow SS&C on Twitter, LinkedIn and Facebook.

View original content to download multimedia: https://www.prnewswire.com/news-releases/ssc-technologies- welcomes-seasoned-global-business-leader-debra-walton-ruskin-to-its-board-of-directors-302029843.html

 

SOURCE SS&C

 

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Document Period End Date	Jan. 04, 2024
Entity Registrant Name	SS&C TECHNOLOGIES HOLDINGS, INC.
Entity Central Index Key	0001402436
Entity Emerging Growth Company	false
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Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	71-0987913
Entity Address, Address Line One	80 Lamberton Road
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City Area Code	860
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	SSNC
Security Exchange Name	NASDAQ

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