Business Context and Reporting Period
This Form 8-K Current Report was filed by SS&C Technologies Holdings, Inc. and its wholly owned subsidiary, SS&C Technologies, Inc., on March 3, 2011. The filing reports on corporate governance changes, specifically the expansion of the Board of Directors and the election of a new director.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Board Expansion: The boards of directors for both Holdings and Technologies increased their size to eight (8) members.
- Director Election: David Varsano was elected as a director for both entities. He was designated as a Class I Director for Holdings and appointed to the Audit Committees of both companies.
- Nomination Process: Mr. Varsano was nominated collectively by the Carlyle Stockholders and the Executive (William C. Stone) pursuant to the Stockholders Agreement.
Guidance, Outlook, and Compensation
The filing details the compensatory arrangements for the newly elected director, David Varsano:
- Retainer: Annual retainer fee of $25,000.
- Meeting Fees: $2,500 for each board meeting attended in person.
- Stock Option Grant: An option to purchase 21,250 shares of Holdings' common stock with an exercise price of $19.74 per share (equal to the closing price on March 3, 2011). The option was 100% vested on the grant date.
- Background: Mr. Varsano is the Chairman and CEO of Pacific Packaging Products.
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies beyond the standard governance disclosures.
Investor Verification Checklist
- Verify the total number of directors on the board is now eight.
- Confirm David Varsano's appointment to the Audit Committees of both Holdings and Technologies.
- Review the Stockholders Agreement to understand the nomination rights of the Carlyle Stockholders and the Executive.
- Check the vesting status and exercise price of the 21,250 stock options granted to Mr. Varsano.