DST SYSTEMS, INC. (NYSE:DST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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DST SYSTEMS, INC. (NYSE:DST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 11, 2018, DST Systems, Inc., a Delaware corporation (the “Company”) entered into a separation agreement (the "Separation Agreement") with Mr. Gregg Wm. Givens, the Company's Senior Vice President, Chief Financial Officer and Treasurer, to be effective as of and contingent on the consummation of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 11, 2018, by and among the Company, SS&C Technologies Holdings, Inc., a Delaware corporation (“Parent”), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

to the Separation Agreement, upon the Effective Time (as defined in the Merger Agreement) Mr. Givens' employment with us will be terminated in a "Qualifying CIC Termination" to the Executive Severance Plan.

In satisfaction of all obligations of the Company to Mr. Givens under the Executive Severance Plan, Mr. Givens will receive the cash severance and benefits as described in the Executive Severance Plan on the Closing Date (as defined in the Merger Agreement). In addition, in lieu of conversion of any of Mr. Givens' outstanding RSUs and PSUs into Parent equity awards to the Merger Agreement, such awards shall be converted into cash (based upon a cash price of $84.00 per share) and paid in a cash lump sum on the Closing Date, provided, that to the extent that any such cash award constitutes nonqualified deferred compensation under Section 409A, the cash payment will be paid subject to any six month delay required by Section 409A. The cash severance, benefits and treatment of equity to the Separation Agreement as described above is contingent on Mr. Givens re-executing the Separation Agreement, ratifying and confirming the release and representations therein, as of the Effective Time.

The above description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


DST SYSTEMS INC Exhibit
EX-10.1 2 separationandreleaseagreem.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Mr. Gregg Wm. Givens c/o DST Systems,…
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About DST SYSTEMS, INC. (NYSE:DST)

DST Systems, Inc. (DST) is a provider of technology-based information processing and servicing solutions. The Company offers its solutions through unified data management, business processing and customer communications solutions to clients within the asset management, brokerage, retirement and healthcare markets. It operates in three segments: Financial Services, Healthcare Services and Customer Communications. Through the Financial Services segment, DST provides investor and asset distribution services to companies within the financial services industry. The Healthcare Services segment provides medical and pharmacy benefit solutions to aid information processing, quality of care, cost management and payment integrity needs. Within its Customer Communications segment, it offers integrated print, mail and electronic solutions. The Investments and Other segment constitutes of DST’s investments in equity securities, private equity investments, real estate and other financial interests.

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