JACK HENRY Change in Fiscal Year

JACK HENRY Change in Fiscal Year
Item 5.03

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 22, 2017, the Board of Directors (the "Board") of Jack Henry & Associates, Inc. (the "Company"), authorized and approved a restatement and amendment of the Company's Bylaws, effective September 22, 2017 (the "Bylaws") to add proxy access procedures for qualifying stockholders. Article II, Section 2.12 has been added to the Bylaws to permit a stockholder, or a group of up to 20 stockholders, that owns 3% or more of the Company's outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials candidates for election as directors of the Company, subject to certain terms and conditions. Such stockholder or group of stockholders may nominate director candidates constituting up to the greater of two or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the eligibility, notice and other requirements specified in the Bylaws, including that the Company receive notice of such nominations between 120 and 150 days prior to the anniversary of the date that the Company mailed its proxy statement for the prior year's annual meeting of stockholders. Stockholders may utilize proxy access beginning with the Company's 2018 annual meeting of stockholders.

The Bylaws also contain other changes to conform with the adoption of the proxy access provision. This is a summary of a change effected by the adoption of the amendment of the Bylaws, which is qualified in its entirety by reference to the Bylaws filed as Exhibit 3.2.7 hereto and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

3.2.7Restated and Amended Bylaws of Jack Henry & Associates, Inc., effective September 22, 2017


Restated and Amended Bylaws effective September 22, 2017, marked to show changes from prior version

EX-3.2.7 2 jkhy-20170927xexhibit327xr.htm RESTATED AND AMENDED BYLAWS,…
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Jack Henry & Associates, Inc. is a provider of information processing solutions for community banks. The Company offers a range of products and services, including processing transactions, automating business processes, and managing information financial institutions and diverse corporate entities. It operates in two segments: bank systems and services (Bank) and credit union systems and services (Credit Union). It provides its products and services through approximately three business brands, which include Jack Henry Banking, Symitar and ProfitStars. The Core software system consists of the integrated applications required to process deposit, loan, and general ledger transactions, and to maintain centralized customer/member information. Jack Henry Banking markets over three software systems to banks and Symitar markets over two software systems to credit unions. Its subsidiaries include Jack Henry Services, Inc., Symitar Systems, Inc. and Bayside Business Solutions, Inc.

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