JACK Henry & Associates Inc.

Information Technology Services • Technology • Monett, MO, United States • JKHY (NMS)

417 235 6652 663 West Highway 60, Monett, MO 65708-8215, United States

Quarter: Q4 2025 Reported: November 14, 2025 Sentiment: Positive

Jack Henry & Associates, Inc. operates as a financial technology company that connects people and financial institutions through technology solutions and payment processing services. It operates through four segments: Core, Payments, Complementary, and Corporate and Other. The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications required to process deposit, loan, general ledger transactions, and maintain centralized accountholder information. The Payments segment offers secure payment processing tools and services, including ATM, automated clearing house origination and remote deposit capture processing, and risk management products and services, as well as debit and credit card processing services, and online and mobile bill pay solutions. The Complementary segment provides software, and hosted processing platforms and services comprising digital/mobile banking, treasury, online account opening, fraud/anti-money laundering, and lending/deposit solutions. The Corporate and Other segment offers hardware and other products. It offers specialized financial performance, imaging and payment, information security and risk management, retail delivery, and online and mobile solutions to financial services organizations and corporate entities. The company also provides SilverLake system, a system primarily designed for commercial-focused banks; Symitar, a system designed for credit unions; CIF 20/20, a parameter-driven system for banks; and Core Director, a system with point-and-click operation for banks. It provides digital products and services under the Banno Digital Platform, and electronic payment solutions; hardware systems; implementation, training, and support and service solutions; data center solutions; and data and transaction processing, and software licensing and related services, as well as professional services. The company was founded in 1976 and is headquartered in Monett, Missouri.

Analysis Summary

Jack Henry & Associates Inc. (JKHY) held its Annual Meeting of Stockholders on November 12, 2025, where several key corporate governance matters were addressed, reflecting significant shareholder engagement and support for the company's management. This filing, a Form 8-K, details the outcomes of these votes rather than financial performance.

**Detailed Governance Outcomes:**
Stockholders overwhelmingly approved the **2025 Equity Incentive Plan**, which provides a framework for equity awards to employees and non-employee directors, replacing the previous plan that expired in 2025. This approval, with 56,447,674 votes For against 4,754,360 Against, signals a commitment to competitive compensation and talent retention. All ten of the Company's nominees for director were successfully elected to hold office for one-year terms, with strong 'For' votes ranging from 56.9 million to 60.8 million, indicating broad confidence in the board's composition.

**Executive Compensation and Auditor Ratification:**
The non-binding advisory vote on the compensation of the Company's named executive officers also passed with substantial support (55,762,575 For vs. 5,425,721 Against), affirming shareholder satisfaction with the executive pay structure. Furthermore, PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with an overwhelming majority (65,575,150 For).

**Shareholder Proposal Rejection:**
A notable outcome was the rejection of a stockholder proposal titled 'Improved Shareholder Ability to Call for a Special Shareholder Meeting.' This proposal was defeated with 31,423,388 votes Against compared to 29,898,458 For, suggesting that shareholders, or at least a majority, are content with the existing mechanisms for shareholder engagement and do not perceive an immediate need for enhanced special meeting call capabilities.

**Management Commentary and Outlook:**
While this Form 8-K does not contain direct management commentary or forward-looking guidance typical of an earnings call, the outcomes of the votes implicitly reflect management's successful communication and alignment with shareholder interests on governance issues. The approval of the equity plan is a strategic move to ensure long-term incentive alignment and talent retention.

**Competitive Positioning and Market Trends:**
The focus on an equity incentive plan and stable board elections suggests a company prioritizing internal stability and long-term talent retention in a competitive financial technology landscape. The rejection of the shareholder proposal indicates a preference for current governance structures, which could be seen as a sign of stability or, from another perspective, a resistance to increased shareholder activism.

**Risk Factors and Concerns:**
The primary 'risk' from this specific filing is the absence of any financial performance data, which is critical for a comprehensive financial analysis. The rejection of the shareholder proposal, while a win for management, could be viewed by some governance advocates as a missed opportunity to enhance shareholder rights, though it did not pass. No other explicit financial or operational risks were discussed in this governance-focused filing.

Key Highlights

• Stockholders approved the 2025 Equity Incentive Plan.
• All ten nominated directors were elected for one-year terms.
• Executive compensation received non-binding advisory approval.
• PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
• A shareholder proposal titled 'Improved Shareholder Ability to Call for a Special Shareholder Meeting' was rejected.
• Strong shareholder support for current management and governance structure was demonstrated.

Financial Metrics

eps

YoY: Not provided in transcript

revenue

YoY: Not provided in transcript

guidance

net income

YoY: Not provided in transcript

Stock Performance (90 Days)

Data through Dec 29, 2025

Layoff Events

Earnings Calls

Positive Signals

• Approval of the 2025 Equity Incentive Plan indicates commitment to talent retention and long-term incentives.
• Election of all director nominees reflects strong shareholder confidence in the board.
• Advisory approval of executive compensation suggests satisfaction with leadership's pay structure.
• Ratification of the independent auditor provides assurance of financial oversight.
• Rejection of the shareholder proposal indicates support for existing corporate governance mechanisms.

Risks & Concerns

— The provided transcript is a Form 8-K detailing annual meeting results and does not contain any financial performance data, limiting a comprehensive financial analysis.
— While rejected, the shareholder proposal for improved special meeting call ability indicates a segment of shareholders seeking enhanced governance rights.
— No explicit operational or market-specific risk factors were discussed in this governance-focused filing.