SS&C Technologies Holdings Inc (Form: 8-K, Received: 08/08/2019 16:09:38)

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): August 1, 2019

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2019, SS&C Technologies Holdings, Inc. (the “Company”) entered into a letter agreement with Normand A. Boulanger in connection with his appointment to his new role as Special Advisor to the Chief Executive Officer, effective August 1, 2019. In his new role, Mr. Boulanger will be focused on SS&C Singularity in addition to any other duties and responsibilities subsequently agreed between Mr. Boulanger and the Company. Mr. Boulanger will continue to serve on the Board of Directors of the Company as Vice Chairman.

Under the terms of the letter agreement, Mr. Boulanger’s salary was adjusted to $100,000 and he will be eligible for discretionary cash bonuses, expected to relate to the performance of SS&C Singularity, going forward. His outstanding equity awards will continue to vest and/or remain outstanding in accordance with their terms and he will continue to be eligible to participate in Company benefit plans and programs.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits


99.1	Letter Agreement dated August 5, 2019 with Normand A. Boulanger

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.

	SS&C TECHNOLOGIES HOLDINGS, INC.

Date: August 8, 2019	By:	/s/ Patrick J. Pedonti
		Patrick J. Pedonti
		Senior Vice President and Chief Financial Officer

Exhibit 99.1

Normand A. Boulanger

c/o SS&C Technologies Holdings, Inc.

80 Lamberton Road

Windsor, CT 06095

August 5, 2019

Re: Transition to Special Advisor to the Chief Executive Officer

Dear Norm,

I am writing to formalize the outcome of our discussions regarding your transition to the role of Special Advisor to the Chief Executive Officer of SS&C Technologies Holdings, Inc. (the “Company), focused on the SS&C Singularity project, effective August 1, 2019.

In your role as Special Advisor to the Chief Executive Officer, you will cease to perform your prior duties (other than with respect to your role as Vice Chairman of the Board) and will focus your efforts on leading the SS&C Singularity project, in addition to performing such other duties and having such other responsibilities as we agree in the future.

Effective today, your new base salary will be $100,000, payable in accordance with the Company’s customary payroll practices including any required withholdings. In addition, you will be eligible to receive cash incentive bonuses, which are expected to relate to the performance and success of SS&C Singularity, but the terms and amounts of which, if any, will be determined in the Company’s sole discretion. You will continue to be an employee of the Company and will be eligible to participate in Company benefit plans and programs on the same basis as other employees. You will also continue to be subject to all applicable Company policies, including our insider trading policy and all policies applicable to members of our board of directors. For the avoidance of doubt, your stock options will continue to vest in accordance with the schedule set forth in your granting agreements.

I look forward to your continued contributions to the Company and the success of SS&C Singularity.

Please sign the acknowledgement at the end of this letter and return a signed copy to me.

[signatures follow]

Sincerely,

/s/William C. Stone

William C. Stone

Chairman and Chief Executive Officer

Acknowledged and Agreed

/s/ Normand A. Boulanger

Normand A. Boulanger