Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of our management, including our Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation (required in Exchange Act Rules 13a-15(b) and 15d-15(b)), the CEO and CFO concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” The Company's independent registered public accounting firm has audited our internal control over financial reporting as of June 30, 2022; their report is included in Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2022, there were no changes in the Company’s internal control over financial reporting which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this report and will be filed within 120 days after the Company's June 30, 2022, fiscal year end in the definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”).
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See the information under the captions “Election of Directors”, “Corporate Governance," “Delinquent Section 16(a) Reports" (if applicable), and “ Executive Officers ” in the Proxy Statement, which is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
See the information under captions “Corporate Governance," “Compensation Committee Report," “Compensation Discussion and Analysis," "Compensation and Risk," and “Executive Compensation” in the Proxy Statement, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
See the information under the captions “Stock Ownership of Certain Stockholders” and “Equity Compensation Plan Information” in the Proxy Statement, which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See the information under the captions “Election of Directors - Director Independence” and “Certain Relationships and Related Transactions” in the Proxy Statement, which is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
See the information under the captions ”Audit Committee Report” and “Ratification of Selection of the Company's Independent Registered Public Accounting Firm," PricewaterhouseCoopers LLC (PCAOB ID No. 238 ), in the Proxy Statement, which is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
(1) The following consolidated financial statements of the Company and its subsidiaries and the Report of Independent Registered Public Accounting Firm thereon appear under Item 8 of this Report:
- Reports of Independent Registered Public Accounting Firm
- Consolidated Statements of Income for the fiscal years ended June 30, 2022, 2021, and 2020
- Consolidated Balance Sheets as of June 30, 2022, and 2021
- Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, 2022, 2021, and 2020
- Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2022, 2021, and 2020
- Notes to the Consolidated Financial Statements
(2) The following financial statement schedules filed as part of this Report appear under Item 8 of this Report:
There are no schedules included because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(3) See “Index to Exhibits” set forth below.
All exhibits not attached hereto are incorporated by reference to a prior filing as indicated.
Index to Exhibits
Exhibit No. Description
3.1.8 Restated Certificate of Incorporation attached as Exhibit 3.1.8 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2021.
3.2.8 Restated and Amended Bylaws attached as Exhibit 3.2. 8 to the Company’s Current Report on Form 8-K filed August 26, 2021 .
4.1** Description of Securities
10.49* Jack Henry & Associates, Inc. Deferred Compensation Plan attached as Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2014.
10.50* Jack Henry & Associates, Inc. Non-Employee Directors Deferred Compensation Plan attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2014.
10.56* Jack Henry & Associates, Inc. 2015 Equity Incentive Plan attached as Exhibit 10.56 to the Company's Current Report on Form 8-K filed November 16, 2015.
10.57* Form of Restricted Stock Unit Agreement (non-employee directors) attached as Exhibit 10.57 to the Company’s Quarterly Report on Form 10-Q filed February 5, 2016.
10.58* Form of Nonqualified Stock Option Agreement (executives) attached as Exhibit 10.58 to the Company’s Current Report on Form 8-K filed July 1, 2016.
10.59* Form of Restricted Stock Agreement (executives) attached as Exhibit 10.59 to the Company’s Current Report on Form 8-K filed July 1, 2016.
10.61* Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, as amended and restated effective November 10, 2016, attached as Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed November 16, 2016.
10.62* Form of Performance Shares Agreement attached as Exhibit 10.62 to the Company's Annual Report on From 10-K filed August 25, 2017.
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10.63* Jack Henry & Associates, Inc. 2017 Annual Incentive Plan, effective September 1, 2017 and approved by the stockholders on November 9, 2017, attached as Exhibit 10.63 to the Company's Current Report on Form 8-K filed November 13, 2017.
10.64* Retention Agreement, dated January 1, 2020, between the Company and David Foss attached as Exhibit 10.64 to the Company’s Current Report on Form 8-K filed January 3, 2020.
10.65* Form of Restricted Stock Unit Agreement attached as Exhibit 10.65 to the Company’s Current Report on Form 8-K filed January 3, 2020.
10.66 Credit Agreement, dated as of February 10, 2020 among Jack Henry & Associates, Inc., as Borrower, the lenders parties thereto, U.S. Bank National Association, as Administrative Agent, LC Issuer and Swing Line Lender, and certain other financial institutions as co-syndication agents and joint lead arrangers and joint book runners attached as Exhibit 10.66 to the Company’s Current Report on Form 8-K filed February 11, 2020.
10.67 Aircraft Time Sharing Agreement, dated as of November 10, 2020 between the Company and David Foss attached as Exhibit 10.67 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2021.
10.68* Form of Restricted Stock Unit Agreement attached as Exhibit 10. 68 to the Company's Annual Report on Form 10 -K filed August 25, 2021 .
10.69* Form of Performance Shares Agreement attached as Exhibit 10.6 9 to the Company's Annual Report on Form 10-K filed August 25, 2021.
10.70* Form of Restricted Stock Unit Agreement attached as Exhibit 10. 70 to the Company's Annual Report on Form 10-K filed August 25, 2021.
10.71* Form of Indemnification Agreement attached as Exhibit 10.71 to the Company's Current Report on Form 8-K filed February 17, 2022.
10.72* Jack Henry & Associates, Inc. Executive Severance Plan attached as Exhibit 10.72 to the Company's Current Report on Form 8-K filed July 29, 2022 .
21.1** List of the Company’s subsidiaries.
23.1** Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers LLP.
31.1** Certification of the Chief Executive Officer.
31.2** Certification of the Chief Financial Officer.
32.1*** Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2*** Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS**** XBRL Instance Document
101.SCH**** XBRL Taxonomy Extension Schema Document
101.CAL**** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**** XBRL Taxonomy Extension Label Linkbase Document
101.PRE**** XBRL Taxonomy Extension Presentation Linkbase Document
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* Indicates management contract or compensatory plan or arrangement.
** Filed with this report on Form 10-K
*** Furnished with this report on Form 10-K.
**** Filed with this report on Form 10-K are the following documents formatted in XBRL ("Extensible Business Reporting Language"): (i) the Consolidated Balance Sheets at June 30, 2022, and June 30, 2021, (ii) the Consolidated Statements of Income for the years ended June 30, 2022, 2021, and 2020, (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2022, 2021, and 2020, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2022, 2021, and 2020, and (v) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 25th day of August, 2022.
JACK HENRY & ASSOCIATES, INC., Registrant
By /s/ David B. Foss
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Capacity Date
/s/ David B. Foss
David B. Foss
Chief Executive Officer and Board Chair
(Principal Executive Officer) August 25, 2022
/s/ Kevin D. Williams
Kevin D. Williams
Chief Financial Officer and Treasurer
(Principal Financial Officer) August 25, 2022
/s/ Renee A. Swearingen
Renee A. Swearingen
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) August 25, 2022
/s/ Matthew C. Flanigan
Matthew C. Flanigan
Vice Chair and Lead Director August 25, 2022
/s/ Thomas H. Wilson, Jr
Thomas H. Wilson, Jr
Director August 25, 2022
/s/ Jacqueline R. Fiegel
Jacqueline R. Fiegel
Director August 25, 2022
/s/ Thomas A. Wimsett
Thomas A. Wimsett
Director August 25, 2022
/s/ Laura G. Kelly
Laura G. Kelly
Director August 25, 2022
/s/ Shruti S. Miyashiro
Shruti S. Miyashiro
Director August 25, 2022
/s/ Wesley A. Brown
Wesley A. Brown
Director August 25, 2022
/s/ Curtis A. Campbell
Curtis A. Campbell
Director August 25, 2022
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