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): July 13, 2012
Commission File Number 0-14112
JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 43-1128385 (I.R.S. Employer Identification Number) |
663 Highway 60, P.O. Box 807, Monett, MO 65708
(417) 235-6652
(Address of principal executive offices and telephone number)
N/A
(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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2012, the Board of Directors voted to expand the size of the Board from eight to nine members. As one seat on the Board of Directors was empty at the time, this increase in Board size provided the opportunity to add two new members. The Board of Directors then appointed Jacque R. Fiegel and Thomas A. Wimsett to the Board to serve as independent directors.
Jacque R. Fiegel, age 58, is Senior Executive Vice President and Chief Operating Officer of Coppermark Bank in Oklahoma City, Oklahoma. She also serves as a director of the bank, as well as director and treasurer of affiliates Coppermark Bancshares, Inc. and Coppermark Card Services, Inc. She began her career at the bank in 1976 as a teller. Ms. Fiegel is a former member of the Oklahoma City Branch Board of the Federal Reserve Bank of Kansas City and is a current member of the board of directors of the Economic Club of Oklahoma, as well as a number of civic organizations in Oklahoma City. Ms. Fiegel was named in 2008 one of the US Banker “25 Most Powerful Women in Banking” and to the “25 Women to Watch” lists in both 2009 and 2010. Ms. Fiegel brings to the board a broad experience with and understanding of bank technology, banking operations, financial management and the overall banking business.
As noted above, Ms. Fiegel is an executive officer and director of Coppermark Bank, Oklahoma City, Oklahoma. Coppermark Bank is a customer of the Company and during the year ended June 30, 2012, it paid $1,315,123 to the Company for hardware, software maintenance services and data processing services.
Thomas A. Wimsett, age 48, is the Chairman and Managing Partner of Wimsett & Company, a payments consulting firm formed this year. He is a 29 year veteran of the payments industry, most recently as a founder in 2003 and the Chairman and Chief Executive Officer of Iron Triangle Payment Systems (renamed NPC in 2006), a leading merchant payment processor, which was acquired by Fifth Third Processing Solutions (now Vantiv) in late 2010. Prior managerial and executive positions in the payments industry include President and CEO of National Processing Company (NYSE: NAP) from 1999 to 2002. He also currently serves as Chairman of Town & Country Bank and Trust Company in Bardstown, Kentucky. Mr. Wimsett brings deep knowledge and experience in the payments industry to the Board, including service for more than 10 years as a Director or Advisory Board member of the Electronic Transaction Association, an international trade association, and prior roles as a director of MasterCard's US Board and on Advisory Boards for both Discover Card and Visa.
Additional information regarding Ms. Fiegel and Mr. Wimsett is detailed in the Company's press release dated July 18, 2012, the text of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated July 18, 2012.
SIGNATURES
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.
JACK HENRY & ASSOCIATES, INC. | |||
(Registrant) | |||
Date: | July 18, 2012 | By: /s/ Kevin D. Williams | |
Kevin D. Williams | |||
Chief Financial Officer | |||
Exhibit 99.1
Jack Henry & Associates, Inc. | Analyst Contact: | Kevin D. Williams |
663 Highway 60, P.O. Box 807 | Chief Financial Officer | |
Monett, MO 65708 | (417) 235-6652 | |
Media Contact: | Dennis Jones | |
Marketing Manager | ||
(704) 357-0298 | ||
FOR IMMEDIATE RELEASE
Jacqueline R. Fiegel and Thomas A. Wimsett Named
To Jack Henry & Associates' Board of Directors
- Appointments expand board to include six independent
outside directors and three non-independent directors -
Monett, MO, - July 18, 2012 - Jack Henry & Associates, Inc. (NASDAQ: JKHY), a leading provider of technology solutions and payment processing services primarily for financial services organizations, today announced that on July 13, 2012 Jacqueline R. Fiegel and Thomas A. Wimsett were appointed to its Board of Directors as independent directors. Their appointments expand the board to include six independent outside directors and three non-independent directors.
Ms. Fiegel is senior executive vice president and chief operating officer of Oklahoma-based Coppermark Bank which she joined in 1976. She currently is a member of the board of Coppermark Bank and also serves as director and treasurer of both Coppermark Bancshares, Inc. and affiliate Coppermark Card Services, Inc.. Ms. Fiegel has served on the Oklahoma City Branch Board of the Federal Reserve Bank of Kansas City and currently serves on several business and civic boards including the Economic Club of Oklahoma, Oklahoma City University Alumni Association, and the YWCA, Oklahoma City. In 2008, Ms. Fiegel was named one of the U.S. Banker 25 Most Powerful Women in Banking and one of the 25 Women to Watch in 2009 and 2010. She received the Servant Leader Award from Oklahoma City University and the Alpha Phi Panhellenic Woman of the Year, and was named to the Circle of Excellence as a Journal Record Woman of the Year - 50 Making A Difference. Ms. Fiegel holds a bachelor's degree from Oklahoma City University and is a graduate of several banking schools. She resides in Oklahoma City with her husband, Christopher. Ms. Fiegel brings broad banking industry knowledge, financial management, technology and operations experience to the JKHY board.
Mr. Wimsett is the chairman and managing partner of Wimsett & Company, a payments consulting firm he formed in 2012, and is also chairman of Kentucky-based Town & Country Bank and Trust Company. He is a 29-year veteran of the payments industry, having begun his career with National Processing Company in 1983. While with NAP, Mr. Wimsett held a variety of key managerial positions with specific oversight for their check acceptance and merchant acquiring divisions, and served as NAP's president and CEO from 1999 to 2002. In 2003, Mr. Wimsett formed Iron Triangle Payment Systems (ITPS) in conjunction with GTCR, one of the largest private equity investors in the transaction processing industry. He served as chairman and CEO of ITPS (renamed NPC in 2006) until 2010 when the company was sold to Fifth Third Processing Solutions (now Vantiv). Mr. Wimsett is widely regarded as a leader in the payments industry and has actively served with multiple industry organizations including more than 10 years as a director or advisory board member of the Electronic Transaction Association (ETA), a Washington D.C.-based international trade association. He is a former director of NAP and MasterCard's U.S. Region Board. He served on Visa's Executive Acquirer Council, Discover Card's Acquirer Advisory Council, and on the Board of Advisors for the University of Louisville's School of Business. He remains involved with several local civic and philanthropic organizations. Mr. Wimsett holds a Bachelor's of Science in Business Administration degree from the University of Louisville and lives in Bardstown, Kentucky with his wife Rhonda and the youngest of their three children, James.
According to Jack Prim, CEO of Jack Henry & Associates, “We welcome Jacque and Tom to our board of directors and are anxious to leverage and benefit from their extensive knowledge of the financial services and payments industries. Their impressive backgrounds, experience, and work ethic will enable them to make immediate contributions to our evolving business strategy and performance. We are pleased to have filled these board seats with such highly qualified and enthusiastic members."
About Jack Henry & Associates, Inc.
Jack Henry & Associates, Inc. (NASDAQ: JKHY) is a leading provider of technology solutions and payment processing services primarily for financial services organizations. Its solutions serve more than 11,900 customers nationwide, and are marketed and supported through four primary brands. Jack Henry Banking™ supports banks ranging from de novo to mid-tier institutions with information processing solutions. Symitar® is the leading provider of information processing solutions for credit unions of all sizes. ProfitStars® provides highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities to mitigate and control risks, optimize revenue and growth opportunities, and contain costs. iPay Technologies™ operates as a leading electronic bill pay provider supporting banks and credit unions with turnkey, highly configurable retail and small business electronic payment platforms. Additional information is available at www.jackhenry.com.
Statements made in this news release that are not historical facts are forward-looking information. Actual results may differ materially from those projected in any forward-looking information. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. Additional information on these and other factors, which could affect the Company's financial results, are included in its Securities and Exchange Commission (SEC) filings on Form 10-K, and potential investors should review these statements. Finally, there may be other factors not mentioned above or included in the Company's SEC filings that may cause actual results to differ materially from any forward-looking information.