SEI
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from_________to ________
Commission File Number: 0-10200
________________________________________
________________________________________
SEI INVESTMENTS COMPANY
(Exact name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-1707341 | |||||||
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | |||||||
1 Freedom Valley Drive
Oaks, PA 19456
(Address of Principal Executive Offices and Zip Code)
610-676-1000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $.01 per share | SEIC | The NASDAQ Stock Market LLC | ||||||||||||
| (The NASDAQ Global Select Market®) | ||||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $5.4 billion based on the closing price reported by NASDAQ on June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter). For purposes of making this calculation only, the registrant has defined affiliates as including all executive officers, directors and beneficial owners of more than 10% of the common stock of the registrant.
The number of shares outstanding of the registrant's common stock, as of the close of business on January 31, 2023:
| Common Stock, $.01 par value | 134,264,038 | |||||||
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference herein:
1. The definitive proxy statement relating to the registrant’s 2023 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year covered by this annual report, is incorporated by reference in Part III hereof.
Explanatory Note:
We are filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 21, 2023 (“Original Form 10-K”) solely to revise the listing captioned “Identification of Executive Officers” of Item 10. Directors, Executive Officers and Corporate Governance. In the Original Form 10-K, Philip N. McCabe was inadvertently excluded from the listing of executive officers due to an administrative error and is now included in this Amendment No. 1. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K on February 21, 2023 and no attempt has been made in this Amendment No. 1 to modify or update other disclosures as presented in the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Identification of Executive Officers
The Board of Directors of the Company has determined that the Company’s executive officers within the meaning of Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended, are as follows:
ALFRED P. WEST, JR., 80, has been the Executive Chairman of our Board of Directors since June 2022. Prior to June 2022, Mr. West served as our Chief Executive Officer since we were founded in 1968. Additionally, Mr. West also served as our President from June 1979 to August 1990.
RYAN P. HICKE, 45, has been an employee since May 1998, and our Chief Executive Officer since June 2022. Prior to his appointment as our Chief Executive Officer, Mr. Hicke was one of our Executive Vice Presidents from November 2018 until June 2022. Mr. Hicke served as our Chief Information Officer from November 2018 to June 2022, and was a Senior Vice President from 2015 until November 2018.
KATHY C. HEILIG, 64, has been an employee since November 1987, and has served as our Chief Accounting Officer and Controller since May 1999. Ms. Heilig was our Treasurer from May 1997 to May 2005.
PHILIP N. MCCABE, 60, has been an employee since February 1989, and one of our Executive Vice Presidents since March 2022. Mr. McCabe was a Senior Vice President from January 2016 until March 2022.
DENNIS J. MCGONIGLE, 62, has been an employee since August 1985 and has served as our Chief Financial Officer since December 2002, as well as one of our Executive Vice Presidents since July 1996. Mr. McGonigle was a Senior Vice President from May 1995 until July 1996.
MICHAEL N. PETERSON, 56, has been one of our Executive Vice Presidents and has served as our General Counsel since June 2018. Prior to February 2018, Mr. Peterson was a partner of Morgan, Lewis & Bockius LLP, a law firm, and from February 2018 until May 2018, Mr. Peterson was a partner of Reed Smith LLP, a law firm.
SANJAY K. SHARMA, 53, has been one of our Executive Vice Presidents since June 2022. Mr. Sharma was a Senior Vice President from August 2008 until June 2022.
WAYNE M. WITHROW, 67, has been an employee since January 1990, and one of our Executive Vice Presidents since March 2000. Mr. Withrow was a Senior Vice President from January 1994 until March 2000. Mr. Withrow served as our Chief Information Officer from March 2000 to May 2002.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| (a) (1) and (2) | Financial Statements and Financial Statement Schedules. The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data filed as part of Item 8 hereof: | ||||
| Reports of Independent Registered Public Accounting Firm | |||||
| Consolidated Balance Sheets — December 31, 2022 and 2021 | |||||
| Consolidated Statements of Operations — For the years ended December 31, 2022, 2021 and 2020 | |||||
| Consolidated Statements of Comprehensive Income — For the years ended December 31, 2022, 2021 and 2020 | |||||
| Consolidated Statements of Changes in Equity — For the years ended December 31, 2022, 2021 and 2020 | |||||
| Consolidated Statements of Cash Flows — For the years ended December 31, 2022, 2021 and 2020 | |||||
| Notes to Consolidated Financial Statements | |||||
| Schedule II - Valuation and Qualifying Accounts and Reserves — For the years ended December 31, 2022, 2021 and 2020 | |||||
| All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto. | |||||
| (a) (3) | Exhibits, Including Those Incorporated by Reference. The exhibits to this Report are listed on the accompanying index to exhibits and are incorporated herein by reference or are filed as part of this Amendment No. 1. | ||||
EXHIBIT INDEX
The following is a list of exhibits filed as part of this Amendment No. 1 to Form 10-K.
| 3.1 | (P) | Articles of Incorporation of the Registrant as amended on January 21, 1983. (Incorporated by reference to exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1982.) | |||||||||
| 3.1.2 | (P) | Amendment to Articles of Incorporation of the Registrant, dated May 21, 1992. (Incorporated by reference to exhibit 3.1.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) | |||||||||
| 3.1.3 | (P) | Amendment to Articles of Incorporation of the Registrant, dated May 26, 1994. (Incorporated by reference to exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.) | |||||||||
| 3.1.4 | (P) | Amendment to Articles of Incorporation of the Registrant, dated November 21, 1996. (Incorporated by reference to exhibit 3.1.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996.) | |||||||||
| 3.1.5 | |||||||||||
| 3.2 | |||||||||||
| 4.2 | |||||||||||
| Note: Exhibits 10.1 through 10.13 constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Registrant participate. | |||||||||||
| 10.1 | |||||||||||
| 10.2 | * | ||||||||||
| 10.4 | |||||||||||
| 10.4.1 | |||||||||||
| 10.5 | |||||||||||
| 10.6 | |||||||||||
| 10.10 | |||||||||||
| 10.11 | |||||||||||
| 10.12 | |||||||||||
| 10.13 | |||||||||||
| 10.22 | |||||||||||
| 10.22.1 | |||||||||||
| 10.22.2 | |||||||||||
| 10.27 | |||||||||||
| 14 | |||||||||||
| 21 | * | ||||||||||
| 23.1 | * | ||||||||||
| 23.2 | * | ||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 99.10 | |||||||||||
| 99.11 | |||||||||||
| 99.12 | |||||||||||
| 99.13 | * | ||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| (P) | Paper Exhibit | ||||
| * | Previously filed with our 2022 Form 10-K, originally filed with the Commission on February 21, 2023, which is being amended hereby | ||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEI INVESTMENTS COMPANY | |||||||||||||||||
| Date: | February 24, 2023 | By: | /s/ Dennis J. McGonigle | ||||||||||||||
| Dennis J. McGonigle | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
EXHIBIT 31.1
CERTIFICATIONS
I, Ryan P. Hicke, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of SEI Investments Company; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: February 24, 2023
| /s/ Ryan P. Hicke | ||
| Ryan P. Hicke | ||
| Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATIONS
I, Dennis J. McGonigle, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of SEI Investments Company; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: February 24, 2023
| /s/ Dennis J. McGonigle | ||
| Dennis J. McGonigle | ||
| Chief Financial Officer | ||