On August 20, 2026, the Board of Directors of Jack Henry & Associates, Inc. appointed Richard N. Preece, age 51, as a director to fill the vacancy created when David B. Foss retired from the Board on July 15, 2026. The Board also reduced its size from ten to nine directors, effective immediately prior to the 2026 Annual Meeting of Stockholders, at which nine nominees are expected to stand for election; Wes Brown, having reached age 72, will not stand for reelection under the mandatory retirement restrictions in the Company's Corporate Governance Guidelines. Mr. Preece is Chief Executive Officer of Liminex, Inc. (d/b/a GoGuardian), an educational software company, having joined in 2024; he previously served as Chief Operating Officer of LegalZoom.com, Inc. (Nasdaq: LZ) from 2019 to 2024 and held management positions at Intuit Inc. (Nasdaq: INTU) from 2002 to 2019, including Senior Vice President and US General Manager for QuickBooks, and is a named inventor on four US patents. The Board determined Mr. Preece to be an independent director under Nasdaq listing standards and SEC rules, appointed him to the Human Capital & Compensation Committee and the Risk & Compliance Committee (each carrying a $15,000 annual retainer, paid quarterly in arrears and prorated), and he will receive a prorated annual director restricted stock unit award of approximately $45,479 and the $70,000 annual director cash retainer, enter into the Company's standard form of indemnification agreement, and has no transactions requiring disclosure under Item 404(a) of Regulation S-K; a press release dated August 24, 2026 is attached as Exhibit 99.1.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2026, the Board of Directors (the Board ) of Jack Henry & Associates, Inc. (the Company ) appointed Richard N. Preece as a director of the Company to fill the vacancy created when David B. Foss retired from the Board on July 15, 2026. The Board also reduced the size of the Board, from ten directors to nine, with such change to go into effect immediately prior to the 2026 Annual Meeting of Stockholders, at which time nine director nominees are expected to stand for election to the Board. Wes Brown has reached the age of 72 and will not stand for reelection based on the mandatory retirement restrictions in the Company s Corporate Governance Guidelines. Richard N. Preece, age 51, is Chief Executive Officer of Liminex, Inc., doing business as GoGuardian, an educational software company. Prior to joining GoGuardian in 2024, Mr. Preece served as the Chief Operating Officer at LegalZoom.com, Inc. (Nasdaq: LZ) from 2019 to 2024 and held various management and leadership positions at Intuit Inc. (Nasdaq: INTU) from 2002 to 2019, including as a Senior Vice President and US General Manager for QuickBooks. Mr. Preece brings to the Board practical experience of driving business innovation and product development in the financial services industry, as well as a deep understanding of operational and strategic needs for technology companies. Mr. Preece is a named inventor on four US patents. In connection with the appointment, the Board determined Mr. Preece to be an independent director within the meaning of the Nasdaq Stock Market listing standards and the rules and regulations of the Securities and Exchange Commission. In connection with Mr. Preece s appointment, and pursuant to the Company s compensation practices for non-employee directors, Mr. Preece will be granted a prorated portion of the annual director restricted stock unit award equaling approximately $45,479 and will be eligible for the $70,000 annual director cash retainer, which is paid quarterly in arrears. The Company and Mr. Preece will enter into the Company s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.71 to the Company s Current Report on Form 8-K filed February 17, 2022, and is incorporated herein by reference. The Company has not entered into any transaction with Mr. Preece for which disclosure is required under Item 404(a) of Regulation S-K and Mr. Preece will not be employed by the Company. Mr. Preece was not elected pursuant to any arrangement or understanding between such director and any other parties. The Board appointed Mr. Preece to serve on the Human Capital & Compensation Committee and the Risk & Compliance Committee. In addition to the compensation for his service as a director, Mr. Preece will be compensated for his service on these two committees according to the Company s non-employee director compensation program, which provides for a $15,000 annual retainer for service on the Human Capital & Compensation Committee and a $15,000 annual retainer for service on the Risk & Compliance Committee. Each such fee is paid quarterly in arrears and will be pro-rated based on the date of appointment to such committee. Additional information regarding the appointment of Mr. Preece is detailed in the Company s press release dated August 24, 2026, the text of which is attached hereto as Exhibit 99.1.
