Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 662K
2: EX-3.1.8 Ex-3.1.8-Restatedcertificateofincorporation HTML 34K
3: EX-10.67-TIMESHAREAG Ex-10.67-Timeshareagreement HTML 44K
4: EX-31.1-JKHY2020.12 Ex-31.1-Jkhy2020.12.3110-Q HTML 23K
5: EX-31.2-JKHY2020.12 Ex-31.2-Jkhy2020.12.3110-Q HTML 23K
6: EX-32.1-JKHY2020.12 Ex-32.1-Jkhy2020.12.3110-Q HTML 20K
7: EX-32.2-JKHY2020.12 Ex-32.2-Jkhy2020.12.3110-Q HTML 20K
14: R1 Cover Page HTML 72K
15: R2 Condensed Consolidated Balance Sheets HTML 111K
16: R3 Condensed Consolidated Balance Sheets HTML 34K
Parenthetical
17: R4 Condensed Consolidated Statements of Income HTML 70K
18: R5 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' HTML 87K
EQUITY Statement
19: R6 Condensed Consolidated Statements of Cash Flows HTML 92K
20: R7 Nature of Operations and Summary of Significant HTML 45K
Accounting Policies (Text Block)
21: R8 Recent Accounting Pronouncements Recent Accounting HTML 27K
Pronouncements (Text Block)
22: R9 Revenue and Deferred Costs Revenue and Deferred HTML 51K
Costs (Notes)
23: R10 Fair Value Measures and Disclosures HTML 39K
24: R11 Leases Leases (Notes) HTML 36K
25: R12 Debt (Text Block) HTML 24K
26: R13 Income Taxes (Text Block) HTML 23K
27: R14 Stock Based Compensation (Text Block) HTML 53K
28: R15 Earnings Per Share Earnings Per Share (Text Block) HTML 39K
29: R16 Business Acquisitions (Text Block) HTML 31K
30: R17 Reportable Segment Information (Text Block) HTML 128K
31: R18 Subsequent Events Subsequent Events (Text Block) HTML 21K
32: R19 Nature of Operations and Summary of Significant HTML 40K
Accounting Policies (Policies)
33: R20 Fair Value Measures and Disclosures (Policies) HTML 23K
34: R21 Leases Leases (Policies) HTML 23K
35: R22 Nature of Operations and Summary of Significant HTML 30K
Accounting Policies- Loss on Disposal of Assets,
net (Tables)
36: R23 Revenue and Deferred Costs Revenue and Deferred HTML 48K
Costs (Tables)
37: R24 Fair Value Measures and Disclosures (Tables) HTML 36K
38: R25 Leases Leases (Tables) HTML 30K
39: R26 Stock Based Compensation (Tables) HTML 53K
40: R27 Earnings Per Share Earnings Per Share (Tables) HTML 39K
41: R28 Business Acquisitions (Tables) HTML 29K
42: R29 Reportable Segment Information (Tables) HTML 124K
43: R30 Nature of Operations and Summary of Significant HTML 34K
Accounting Policies Allowance for Credit Losses
(Details)
44: R31 Nature of Operations and Summary of Significant HTML 22K
Accounting Policies Property and Equipment
(Details)
45: R32 Nature of Operations and Summary of Significant HTML 24K
Accounting Policies Intangible Assets (Details)
46: R33 Nature of Operations and Summary of Significant HTML 22K
Accounting Policies Purchase of Investments
(Details)
47: R34 Nature of Operations and Summary of Significant HTML 29K
Accounting Policies Treasury Stock (Details)
48: R35 Recent Accounting Pronouncements Recently Adopted HTML 29K
Accounting Guidance (Details)
49: R36 Revenue and Deferred Costs Disaggregation of HTML 34K
Revenue (Details)
50: R37 Revenue and Deferred Costs Contract Balances HTML 33K
(Details)
51: R38 Revenue and Deferred Costs Revenue Recognition HTML 36K
Narrative (Details)
52: R39 Revenue and Deferred Costs Contract Costs HTML 24K
(Details)
53: R40 Fair Value Measures and Disclosures (Details) HTML 30K
54: R41 Leases Leases (Details) HTML 70K
55: R42 Leases Lease Maturity (Details) HTML 42K
56: R43 Debt Narrative (Details) HTML 52K
57: R44 Income Taxes Narrative (Details) HTML 35K
58: R45 Stock Based Compensation Narrative (Details) HTML 59K
59: R46 Stock Based Compensation Stock Options (Details) HTML 58K
60: R47 Stock Based Compensation Restricted Stock Unit HTML 44K
Awards (Details)
61: R48 Stock Based Compensation RSU Measurement Date HTML 32K
Assumptions (Details)
62: R49 Earnings Per Share Earnings Per Share (Details) HTML 44K
63: R50 Business Acquisitions (Details) HTML 83K
64: R51 Reportable Segment Information Narrative (Details) HTML 40K
65: R52 Reportable Segment Information Reconciliation of HTML 70K
Operating Profit by Segment to Consolidated
(Details)
67: XML IDEA XML File -- Filing Summary XML 119K
13: XML XBRL Instance -- jkhy-20201231_htm XML 1.45M
66: EXCEL IDEA Workbook of Financial Reports XLSX 75K
9: EX-101.CAL XBRL Calculations -- jkhy-20201231_cal XML 176K
10: EX-101.DEF XBRL Definitions -- jkhy-20201231_def XML 535K
11: EX-101.LAB XBRL Labels -- jkhy-20201231_lab XML 1.26M
12: EX-101.PRE XBRL Presentations -- jkhy-20201231_pre XML 750K
8: EX-101.SCH XBRL Schema -- jkhy-20201231 XSD 107K
68: JSON XBRL Instance as JSON Data -- MetaLinks 279± 421K
69: ZIP XBRL Zipped Folder -- 0000779152-21-000009-xbrl Zip 238K
Jack Henry & Associates, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the
“General Corporation Law”),
DOES HEREBY CERTIFY:
1.That the name of this corporation is Jack Henry & Associates, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on October 4, 1985 under the name Jack Henry & Associates, Inc.
2.That the Board of Directors duly adopted in accordance with Section 245 of the General Corporation Law this restated certificate of incorporation, which only restates and integrates and does not further amend the provisions of the corporation’s certificate
of incorporation as theretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of the restated certificate. The restated certificate of incorporation reads in its entirety as follows:
FIRST: This corporation is organized and will exist under the laws of the State of Delaware.
SECOND: The name of the corporation is Jack Henry & Associates, Inc.
THIRD: The location of the registered office of this corporation within the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is National
Registered Agents, Inc.
FOURTH: The nature of the business of the corporation and the purposes for which it is organized are to engage in any business and in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and to possess and employ all powers now or hereafter granted or available under the laws of the State of Delaware to such corporations.
FIFTH: 5.1. The total number of shares which the corporation shall have authority to issue is 250,500,000 shares, which shall consist of two classes. One class designated “common stock,” shall consist of 250,000,000 shares each of which shall have a par value of $.01 per share. The other class designated “preferred stock,” shall consist of 500,000 shares, each of which shall have a par
value of $1.00 per share.
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5.2. The board of directors is hereby authorized to establish, out of authorized but unissued shares of preferred stock, series of preferred stock and to fix and determine the relative rights and preferences of the shares of any series of preferred stock so established. Each of such series may have such voting powers, full or limited, or no voting power, and such dividend rights, conversion rights, rights and terms of redemption, preferences, and relative participating optional or other special rights and qualifications, relative participating options or other specific rights and qualifications, limitations or restrictions thereof, and may be comprised of such number of shares and designated in such manner as shall
be stated and expressed in the resolution or resolutions providing for the issue of such series as duly adopted by the board of directors.
5.3. The corporation shall have the right to impose restrictions on the transfer of all, or any part of, its share and may become party to agreements entered into by any of its shareholders restricting transfer or encumbrance of any of its shares, or subjecting any of its shares to repurchase or resale obligations.
SIXTH: Except as otherwise provided herein or in the bylaws, every decision by a majority of the shares represented at the meeting and entitled to vote on the subject matter shall constitute a valid corporate act.
6.1. The corporation reserves the right to amend or repeal any provisions contained in
these articles of incorporation or any amendments thereto; provided, however, that any proposed amendment shall be approved by vote of the holders of two-thirds of the corporation’s stock entitled to vote. However, in the event any amendment to these articles of incorporation or amendments thereto are recommended to the shareholders by at least two-thirds of the corporation’s board of directors, then the affirmative vote of two-thirds of the shareholders of the corporation shall not be required to adopt that amendment and only the vote of a simple majority of the corporation’s stock entitled to vote will be required.
6.2. [omitted]
SEVENTH: [omitted]
EIGHTH: [omitted]
NINTH: The
number of directors of the corporation shall be fixed from time to time in the manner provided in the bylaws and may be increased or decreased from time to time in the manner provided in the bylaws.
TENTH: The board of directors of the corporation is expressly authorized to make, alter, or repeal the bylaws of the corporation. The bylaws of the corporation may also be adopted, altered, amended or repealed by the affirmative vote of the holders of two-thirds of the corporation’s stock entitled to vote.
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ELEVENTH: The
corporation shall, to the fullest extent permitted by Delaware law as in effect from time to time, indemnify any person against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the corporation or, while serving as a director or officer of the corporation, he is or was serving at the request of the corporation as a director, officer, partner or trustee of, or in any similar managerial or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust, association or other entity. Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding to the full extent and under the circumstances permitted by Delaware law. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Section Eleventh. The indemnification provided by this Section Eleventh shall not be deemed exclusive of any other rights to which those indemnified may be entitled under this certificate of incorporation, any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, and shall inure to the benefit of their heirs, executors and administrators. The provisions of this Section Eleventh shall not be deemed to preclude the corporation from indemnifying other persons from similar or other
expenses and liabilities as the board of directors or the stockholders may determine in a specific instance or by resolution of general application.
TWELFTH: The corporation shall have authority, to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, or by any other applicable law, to enter into any contract or transaction with one or more of its directors or officers, or with any corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, notwithstanding such relationships and notwithstanding the fact that the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract
or transaction and notwithstanding the fact that his or their votes are counted for such purpose. Both common and interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
THIRTEENTH: Election of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.
FOURTEENTH:Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or
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any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said reorganization has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
FIFTEENTH: To the fullest extent permitted by the Delaware General Corporation Law and any amendments thereto, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
SIXTEENTH: Any action required or permitted to be taken by the stockholders of the corporation must be taken
at an annual or special meeting of the stockholders and may not be taken by any consent in writing in lieu of a meeting of such stockholders.
SEVENTEENTH:The Board of Directors of the corporation, when evaluating any offer of another party to (i) purchase or exchange any securities or property for any outstanding equity securities of the corporation, (ii) merge or consolidate the corporation with another corporation, or (iii) purchase or otherwise acquire all or substantially all of the properties and assets of the corporation, shall, in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its stockholders, give due consideration to all relevant factors, including without limitation: (a) not only the price or other consideration being offered in relation to the then current market price of the corporation’s outstanding shares of capital stock, but also the Board of
Directors’ estimate of the future value of the corporation as an independent going concern and the unrealized value of its property and assets; (b) the financial and managerial resources and future prospects of the other party; and (c) the possible social, legal, environmental and economic effects of the transaction on the business of the corporation and its subsidiaries and on the employees, customers and creditors of the corporation and its subsidiaries and the effects on the communities in which the corporation’s offices are located. In evaluating any such offer on the basis of the foregoing factors, the directors shall be deemed to be performing their duly authorized duties and acting in good faith and in the best interests of the
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corporation
within the meaning of Section 145 of the General Corporation Law of Delaware, as it may be amended from time to time.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 17th day of November 2020
