Ss&C Technologies Holdings Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect three Class I directors (Normand A. Boulanger, David A. Varsano, Michael J. Zamkow) to serve three-year terms ending at the 2029 annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance design, which emphasizes formulaic annual bonuses tied to four equally weighted financial metrics and long-term incentives heavily weighted to performance stock units with relative TSR modifiers. The Board recommends FOR because the Compensation Committee believes the program aligns executives’ interests with long-term shareholder value, has been shaped by stockholder feedback and independent compensation advisors, and includes governance safeguards (clawbacks, ownership guidelines, no single-trigger CIC vesting). A FOR vote signals stockholder support for the committee’s approach; a significant vote against could lead the committee to re-evaluate elements. The vote is advisory and non-binding, but the Board intends to consider results in future compensation design decisions.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal 2026.

4. 4

   Approval of Third Amended and Restated 2023 Stock Incentive Plan

   ManagementBoard: FOR

   Approve third amendment and restatement of the 2023 Stock Incentive Plan to increase share reserve by 10,000,000 shares and extend the plan term by one year (to ten years from approval).

   More detail

   This management proposal requests shareholder approval to amend and restate the company’s 2023 Stock Incentive Plan to add 10 million shares to the plan reserve and extend the plan term by one year. Management argues the increase is needed to support anticipated equity grants used to attract and retain talent and align pay with shareholder interests; the Board and Compensation Committee considered historical share usage, advice from an independent compensation consultant, dilution impacts and peer practices before proposing the increase. The requested 10 million-share increase represents approximately 4.0% incremental dilution on a fully-diluted basis as of March 25, 2026, and management expects the addition to provide capacity for roughly one year of grants. The Plan retains many governance safeguards (no evergreen, conservative share counting, no liberal recycling, minimum vesting, limits on non-employee director pay, no dividend equivalents on unvested awards, no repricings without shareholder approval, clawback provisions, and no change-in-control tax gross-ups). If shareholders do not approve, current plan terms remain and the Company may face constraints on making further equity grants, potentially undermining competitive compensation practices.

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When is the Ss&C Technologies Holdings Inc 2026 annual meeting?

Ss&C Technologies Holdings Inc (SSNC) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Ss&C Technologies Holdings Inc 2026 meeting?

The record date for the Ss&C Technologies Holdings Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ss&C Technologies Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Ss&C Technologies Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ss&C Technologies Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Ss&C Technologies Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.