Jack Henry & Associates (JKHY) Proxy filing summary

Executive summary

• FY26 revenue $2.54B; 7,300 associates, 7,200 clients and $170M in dividends paid.

• The Nov. 19, 2026 annual meeting agenda includes nine director elections, an advisory executive-pay vote and ratification of PricewaterhouseCoopers LLP for FY27; the Board recommends FOR each.

Voting matters and shareholder proposals

• Proposal 1 elects nine directors to one-year terms ending at the 2027 annual meeting; nominees need more FOR than AGAINST votes in the uncontested election.

• Proposal 2 is an annual, non-binding say-on-pay vote on FY26 named executive compensation; approval requires a majority of votes cast FOR and AGAINST.

• Proposal 3 seeks ratification of PricewaterhouseCoopers LLP for the fiscal year ending June 30, 2027; approval requires a majority of votes cast FOR and AGAINST.

• For 2027 meeting proposals, proxy-statement inclusion submissions are due June 4, 2027; other proposals and advance-notice director nominations are due August 21, 2027.

Board of directors and corporate governance

• Nine nominees stand for election after the Board-approved reduction from 10 seats; Wesley Brown reaches mandatory retirement age 72, and David Foss retired effective July 15, 2026.

• Eight of nine nominees are independent; Matthew Flanigan became independent Board Chair July 15, 2026, and Richard Preece joined the Board in August 2026.

• The Board held four regular and two special meetings in FY26; each director attended at least 75% of Board and committee meetings, and independent directors met in four executive sessions.

• Proxy access allows an individual or group of up to 20 stockholders holding at least 3% continuously for three years to nominate up to two directors or 20% of the Board, whichever is greater.