UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 2811, 2018

DST SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)



1-14036	43-1581814
(Commission File Number)	(I.R.S. Employer Identification No)


333 West 11^th Street, Kansas City, Missouri	64105
(Address of principal executive offices)	(Zip Code)

(816) 435-1000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [ ]

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~March~~April 2811, 2018, DST Systems, Inc., a Delaware corporation (the “Company”), ~~held~~entered into a ~~Special~~separation ~~Meeting~~agreement ~~of Stockholders~~ (~~“Special Meeting”). As of~~ the ~~close~~"Separation ofAgreement") ~~business~~with onMr. ~~February~~Gregg ~~22,~~Wm. ~~2018~~Givens, the ~~record~~Company's ~~date~~Senior ~~for~~Vice ~~the Special Meeting~~President, ~~59,319,166~~Chief ~~shares~~Financial ofOfficer ~~the~~and ~~Company’s~~Treasurer, ~~common~~to ~~stock,~~be ~~par~~effective ~~value~~as ~~$0.01~~of ~~per~~and ~~share,~~contingent ~~were~~on ~~outstanding~~the ~~and~~consummation ~~entitled~~of tothe ~~vote.~~transactions Acontemplated ~~total~~by ofthe ~~45,544,301~~Agreement ~~shares~~and Plan of ~~common~~Merger ~~stock~~(the ~~were~~“Merger ~~voted~~Agreement”), indated ~~person~~as orof byJanuary ~~proxy~~11, ~~representing~~2018, ~~approximately~~by ~~77%~~and ~~percent~~among of the ~~shares~~Company, ~~entitled~~SS&C toTechnologies beHoldings, ~~voted~~Inc., ~~which constituted~~ a ~~quorum~~Delaware tocorporation ~~conduct~~(“Parent”), ~~business~~and atDiamond ~~the~~Merger ~~Special~~Sub, ~~Meeting~~Inc., ~~The~~a ~~following~~Delaware ~~are~~corporation ~~the~~and ~~final~~an ~~voting~~indirect ~~results~~wholly onowned ~~proposals~~subsidiary ~~considered~~of ~~and~~Parent ~~voted~~(“Merger ~~upon~~Sub”), atpursuant ~~the~~to ~~Special~~which, ~~Meeting~~among other things, ~~all~~Merger ofSub ~~which~~will ~~are~~merge ~~described~~with inand into the Company’s, ~~Proxy~~with ~~Statement~~the ~~filed~~Company ~~with~~surviving ~~the~~as ~~Securities~~a ~~and~~wholly ~~Exchange~~owned ~~Commission~~subsidiary onof ~~February~~Parent ~~27,~~(the ~~2018~~“Merger”).

~~Each~~Pursuant ofto the ~~proposals~~Separation ~~was~~Agreement, ~~approved~~upon bythe Effective Time (as defined in the ~~requisite~~Merger ~~vote~~Agreement) ofMr. Givens' employment with us will be terminated in a "Qualifying CIC Termination" pursuant to the ~~Company’s~~Executive ~~stockholders~~Severance Plan.

~~Proposal~~In 1satisfaction -of Toall ~~adopt~~obligations of the ~~Agreement~~Company to Mr. Givens under the Executive Severance Plan, Mr. Givens will receive the cash severance and benefits as described in the Executive Severance Plan ofon the Closing Date (as defined in the Merger Agreement). In addition, ~~dated~~in aslieu of ~~January~~conversion 11of any of Mr. Givens' outstanding RSUs and PSUs into Parent equity awards pursuant to the Merger Agreement, ~~2018~~such awards shall be converted into cash (~~the~~based ~~“merger~~upon ~~agreement”~~a cash price of $84.00 per share) and paid in a cash lump sum on the Closing Date, byprovided, ~~and~~that ~~among~~to the ~~Company~~extent that any such cash award constitutes nonqualified deferred compensation under Section 409A, ~~SS&C~~the ~~Technologies~~cash ~~Holdings~~payment will be paid subject to any six month delay required by Section 409A. The cash severance, ~~Inc~~benefits and treatment of equity pursuant to the Separation Agreement as described above is contingent on Mr. ~~(“SS&C”)~~Givens re-executing the Separation Agreement, ratifying and ~~Diamond~~confirming ~~Merger~~the ~~Sub~~release and representations therein, ~~Inc~~as of the Effective Time.

The ~~Company’s~~above ~~stockholders~~description ~~approved~~of the ~~adoption~~Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of ~~merger~~the ~~agreement~~Separation Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

For	Against	Abstain
45,275,267	216,361	52,673

Proposal 2 - To approve, by a non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the merger.

The Company’s stockholders approved, by a non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with merger.

For	Against	Abstain
39,154,320	6,253,994	135,987

Proposal 3 - To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Special Meeting.

The Company’s stockholders approved one or more adjournments of the Special Meeting, if necessary or appropriate, but an adjournment was not necessary in light of adoption of the merger agreement.

For	Against	Abstain
42,339,381	3,150,899	54,021

Item 8.01 Other Events.

On March 28, 2018, the Company and SS&C issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release of DST Systems, Inc., dated March 28, 2018.
10.1	Separation Agreement by and between DST Systems, Inc., SS&C Technologies Holdings, Inc. and Gregg Wm. Givens, dated as of April 11, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DST SYSTEMS, INC.
Dated: March 28, 2018	By:	/s/ Randall D. Young
Dated: April 13, 2018	By:	/s/ Aisha Reynolds
		Name: Randall D. Young
		Name: Aisha Reynolds
		Title: Senior Vice President, General Counsel & Secretary
		Title: Vice President, Securities & Governance, and Assistant Secretary

DST SYSTEMS, INC.

Exhibit Index



Exhibit Number	Description of Exhibit
10.1	Separation Agreement by and between DST Systems, Inc., SS&C Technologies Holdings, Inc. and Gregg Wm. Givens, dated as of April 11, 2018

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