UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

SS&C TECHNOLOGIES HOLDINGS, INC.

80 Lamberton Road

Windsor, Connecticut 06095

April 24, 201225, 2013

Dear Stockholder:

You are cordially invited to attend the 20122013 Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. to be held at 9:00 a.m., local time, on Wednesday, May 30, 201229, 2013 at our offices located at 80 Lamberton Road, Windsor, Connecticut 06095. At the Annual Meeting,2013 annual meeting, you will be asked to (i) elect two Class IIIII Directors to our Board of Directors for the ensuing three years and (ii) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. The Board recommends that you vote for each of the director nominees nominated by our Board and that you ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

We hope you will be able to attend the Annual Meeting.2013 annual meeting. Whether or not you plan to attend the Annual Meeting,2013 annual meeting, it is important that your shares are represented. Therefore, if you do not plan to attend the Annual Meeting, we urge you to promptly vote your shares by completing, signing, dating and returning the enclosed proxy card in accordance with the instructions provided.

Sincerely,

WILLIAM C. STONE

Chairman of the Board & Chief Executive Officer

YOUR VOTE IS IMPORTANT

We urge you to promptly vote your shares by completing, signing, dating and returning the enclosed proxy card.

TABLE OF CONTENTS

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SS&C TECHNOLOGIES HOLDINGS, INC.

80 Lamberton Road

Windsor, Connecticut 06095

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 30, 201229, 2013

The 20122013 Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. will be held on Wednesday, May 30, 201229, 2013 at 9:00 a.m., local time, at our offices located at 80 Lamberton Road, Windsor, Connecticut 06095, to consider and act upon the following matters:

1. To elect two Class IIIII Directors to our Board of Directors, each to serve for a term ending in 2015, orat the 2016 annual meeting, and until his successor has been duly elected and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012;2013; and

3. To transact such other business as may properly come before the Annual Meeting2013 annual meeting and any adjournment thereof.

Stockholders of record at the close of business on April 13, 2012,11, 2013, the record date for the Annual Meeting,2013 annual meeting, are entitled to notice of and to vote at the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting2013 annual meeting personally, we hope you will take the time to vote your shares. If you are a stockholder of record, you may vote by completing, signing, dating and returning the enclosed proxy card in the envelope provided. If your shares are held in “street name”, meaning they are held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you attend the Annual Meeting2013 annual meeting and prefer to vote at that time, you may do so.

By Order of the Board of Directors,

STEPHEN V. R. WHITMANPAUL G. IGOE

Senior Vice President, General Counsel & Secretary

Dated: April 24, 201225, 2013

SS&C TECHNOLOGIES HOLDINGS, INC.

80 Lamberton Road

Windsor, Connecticut 06095

Proxy Statement for the 20122013 Annual Meeting of Stockholders

To Be Held on May 30, 201229, 2013

INFORMATION ABOUT THE ANNUAL MEETING

Our 20122013 Annual Meeting of Stockholders will be held on Wednesday, May 30, 201229, 2013, at 9:00 a.m., local time, at our offices located at 80 Lamberton Road, Windsor, Connecticut 06095. For directions to our offices, please visit the 2012 Annual Meeting2013 annual meeting page on our website athttp://www.ssctech.com/2012annualmeeting2013annualmeeting.. If you have any questions about the 2012 Annual Meeting,2013 annual meeting, please contact Stephen V. R. Whitman,Paul G. Igoe, our Corporate Secretary, by telephone at (860) 298-4832 or by sending a written request for information addressed to Stephen V. R. WhitmanPaul G. Igoe at our principal executive offices located at 80 Lamberton Road, Windsor, Connecticut 06095.

Information About this Proxy Statement

You have received this proxy statement because the Board of Directors of SS&C Technologies Holdings, Inc., which we refer to as SS&C Holdings or the Company, is soliciting your proxy to vote your shares at the 2012 Annual Meeting of Stockholders2013 annual meeting and at any adjournment or postponement of the Annual Meeting.2013 annual meeting. This proxy statement includes information we are required to provide to you under the rules of the Securities and Exchange Commission, or SEC, and is designed to assist you in voting your shares. Only stockholders of record at the close of business on April 13, 201211, 2013 are entitled to receive notice of, and to vote at, the Annual Meeting.

Unless the context otherwise requires, in this proxy statement, (i) the “Company” and “SS&C Holdings” means SS&C Technologies Holdings, Inc., our top-level holding company, (ii) “SS&C” means SS&C Technologies, Inc., our primary operating company and a direct wholly owned subsidiary of SS&C Holdings, (iii) “we,” “us” and “our” mean SS&C Holdings and its consolidated subsidiaries, including SS&C, (iv) “our Board” or “the Board” means the Board of Directors of the Company and (v) “Common Stock” means the common stock of the Company.2013 annual meeting.

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Proposals to be Voted Upon

Proposal 1.The first proposal is to elect two Class IIIII Directors to our Board of Directors, which we refer to as our Board, each to serve for a term ending in 2015, orat the 2016 annual meeting, and until his respective successor has been duly elected and qualified.

Proposal 2.The second proposal is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012,2013, which we refer to as fiscal 2012.2013.

When you return your proxy properly signed, your shares will be voted by the persons named as proxies in accordance with your directions. You are urged to specify your choices on the enclosed proxy card. If you sign and return your proxy without specifying choices, your shares will be voted “FOR” election of each of the two nominees listed in Proposal 1, “FOR” Proposal 2, and in the discretion of the persons named as proxies in the manner they believe to be in our company’s best interests as to other matters that may properly come before the Annual Meeting.

Voting Procedures

You may vote either in person at the Annual Meeting2013 annual meeting or by proxy. To vote by proxy, you must:

Whether or not you expect to be present in person at the Annual Meeting,2013 annual meeting, you are requested to complete, sign, date and return the enclosed form of proxy. The shares represented by your proxy will be voted in accordance with your instructions. If you attend the Annual Meeting,2013 annual meeting, you may vote by ballot. If you want to vote in person at the Annual Meeting2013 annual meeting and you own your shares through a custodian,bank, broker or other agent,nominee, you must obtain a proxy from that party in its capacity as owner of record for your shares and bring the proxy to the Annual Meeting.

Shares represented by proxies on the enclosed proxy card will be counted in the vote at the Annual Meeting only if we receive your proxy card by May 29, 2012.2013 annual meeting.

Your properly completed proxy card will appoint William C. Stone, Patrick J. Pedonti and Stephen V. R. WhitmanPaul G. Igoe as proxy holders, or your representatives, to vote your shares in the manner directed therein by you. Mr. Stone is our Chairman of the Board and Chief Executive Officer, Mr. Pedonti is our Senior Vice President and Chief Financial Officer, and Mr. WhitmanIgoe is our Senior Vice President, General Counsel and Secretary. Your proxy permits you to direct the proxy holders to:

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All shares entitled to vote and represented by properly completed proxies received prior to the Annual Meeting2013 annual meeting and not revoked will be voted at the Annual Meeting2013 annual meeting in accordance with your instructions. If you do not indicate how your shares are to be voted on a matter, the shares represented by your properly completed proxy will be voted “FOR” the election of the two nominees for director, and “FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2012.2013, and in the discretion of the persons

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named as proxies in the manner they believe to be in the Company’s best interests as to other matters that may properly come before the 2013 annual meeting.

Revocation of Proxies

You may revoke your proxy at any time before it is exercised by (1) delivering to us a signed proxy card with a date later than the date of your previously delivered proxy, (2) voting in person at the Annual Meeting2013 annual meeting or (3) sending a written revocation to our Corporate Secretary at our principal executive offices. Shares represented by valid proxies that are received in time for use atprior to the Annual Meeting2013 annual meeting and not revoked at or prior to the Annual Meeting,2013 annual meeting will be voted at the Annual Meeting.2013 annual meeting.

Stockholders Entitled to Vote

Our Board has fixed April 13, 201211, 2013 as the record date for the Annual Meeting.2013 annual meeting. You are entitled to vote (in person or by proxy) at the Annual Meeting2013 annual meeting if you were a stockholder of record on the record date. On the record date, we had 76,621,29678,259,237 shares of Common Stockcommon stock outstanding (each of which entitles its holder to one vote) and 1,428,846 shares of Class A Non-Voting Common Stock outstanding (each of which are non-voting). Holders of shares of our Common Stockcommon stock do not have cumulative voting rights.

Each shareIn addition to our common stock, on the record date, we had 2,703,846 shares of our Class A Non-Voting Common Stock shall automatically be converted into one sharecommon stock outstanding. Shares of voting Common Stock upon (1) such date as the holder thereof can acquire such share of Common Stock in compliance with applicable antitrust law or (2) any sale, assignment, transfer or other disposition of such share ofour Class A Non-Voting Common Stock to a person or entity that could holdcommon stock cannot be voted at the share of Common Stock issuable upon conversion of the Class A Non-Voting Common Stock in compliance with applicable antitrust law.2013 annual meeting.

Quorum

For all proposals on the agenda for the Annual Meeting,2013 annual meeting, the holders of a majority in interest of the combined voting powershares of the Common Stockcommon stock issued and outstanding and entitled to vote must be present at the Annual Meeting2013 annual meeting in person or represented by proxy to constitute a quorum. Shares represented by all proxies received, including proxies that withhold authority for the election of a director and/or abstain from voting on a proposal, as well as broker non-votes (as described below), will be counted toward establishing a quorum.

Votes Required

For Proposal 1, each of the directors will be elected by a plurality vote of the combined voting power of the shares of Common Stockcommon stock present at the Annual Meeting2013 annual meeting in person or represented by proxy and entitled to vote. Shares for which the vote is properly withheld will not be counted toward the nominee’s achievement of a plurality. Brokerand broker non-votes if any, will not be counted toward the nominee’s achievement of a plurality and will have no effect on the election of the directors.

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The affirmative vote of the holders of a majority of the votes cast will be required for approval of the ratification of the selection of the independent registered public accounting firm (Proposal 2). Shares which abstain and broker non-votes will not be counted as votes in favor of or with respect to, this proposal and will also not be counted as votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of this proposal.

If you hold shares of Common Stockcommon stock through a bank, broker your brokeror other nominee, that party may under certain circumstances vote your shares if you do not timely return your proxy. BrokersBanks, brokers or other nominees have discretionary authority to vote customers’ unvoted shares on routine matters.

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Your bank, broker or other nominee cannot vote your shares on any matter that is not considered a routine matter. Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2012,2013, is considered a routine matter. Proposal 1 is not considered a routine matter. Shares for which a bank, broker or other nominee cannot vote on a particular matter because the brokerthat party does not have discretionary voting authority to do so are considered “broker non-votes” on that matter.

Solicitation of Proxies

We will bear the expenses of preparing, printing and assembling the materials used in the solicitation of proxies. In addition to the solicitation of proxies by use of the mail or the Internet, we may also use the services of some of our officers and employees (who will receive no compensation for such services in addition to their regular salaries) to solicit proxies personally and by telephone and email. Brokerage houses,Banks, brokers or other nominees fiduciaries and other custodians will be requested to forward solicitation materials to the beneficial owners of shares of record held by them, and we will reimburse them for their reasonable expenses.

Other Business to be Considered

Our management does not know of any business other than the matters set forth in the Notice of 2013 Annual Meeting of Stockholders and described above that willto be presented for consideration at the Annual Meeting.2013 annual meeting and the advance notice period applicable to the 2013 annual meeting as prescribed by our By-laws has expired. If any other business should properly come before the Annual Meeting,2013 annual meeting, the proxies will be voted in the discretion of the proxy holders. Each of the persons appointed by the enclosed form of proxy present and acting at the meeting, in person or by substitute, may exercise all of the powers and authority of the proxies in accordance with their judgment.

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BOARD OF DIRECTORS AND MANAGEMENT

Information Regarding Directors and Director Nominees

Our certificate of incorporation provides for the classification of our Board into three classes, each having as nearly an equal number of directors as possible. The terms of service of the three classes are staggered such that the term of one class expires each year.

Our Board currently consists of eight directors. Class I consists of Normand A. Boulanger, Campbell R. Dyer and David A. Varsano, each with a term ending in 2014.at the 2014 annual meeting. Class II consists of William A. Etherington and Jonathan E. Michael, each with a term ending in 2012.at the 2015 annual meeting. Class III consists of Allan M. Holt, William C. Stone and Claudius E. Watts IV, each with a term ending in 2013.at the 2013 annual meeting. One class is elected each year and members of each class hold office for three-year terms.

Our Nominating Committee has recommended, and the Board has nominated, Messrs. EtheringtonHolt and MichaelStone for election at the 2012 Annual Meeting2013 annual meeting as Class IIIII directors, each to serve until 2015 orthe 2016 annual meeting and until his successor has been duly elected and qualified. Each of the nominees is currently a member of our Board of Directors. Proxies at the 2013 annual meeting cannot be voted for more than two nominees. Mr. Watts’ service as a director will end at the 2013 annual meeting. The Board intends to seek a replacement for Mr. Watts following the 2013 annual meeting.

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Director Qualifications

The following table and biographical descriptions provide information as of April 15, 2012 relating to each director and director nominee, including his age and period of service as a director of our company, his committee memberships, his business experience for at least the past five years, including directorships at other public companies, and certain other information.

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Corporate Governance Matters

We believe that good corporate governance and fostering an environment of the highesthigh ethical standards are important for us to achieve business success and to create value for our stockholders. Our Board is committed to high governance standards and continually works to improve those standards. We periodically reviewreviews our corporate governance practices and compare them to those employed by other public companies. We also review guidance and interpretations provided from time to time by the SEC and The Nasdaq Stock Market, or Nasdaq, and consider changes to our corporate governance policies and practices in light of such guidanceregulatory developments and interpretations.practices at other public companies and makes changes that it believes are in the best interests of the Company and its shareholders.

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Board Determination of Independence

Under the applicable rules of Nasdaqthe NASDAQ Marketplace Rules, or NASDAQ, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that none of Messrs. Dyer, Etherington, Holt, Michael Varsano or WattsVarsano has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of NASDAQ. Our Board based its independence determinations primarily on a review of the Nasdaq Marketplace Rules.responses of the directors to questions regarding employment, affiliations, family and other relationships, together with an examination of those companies with which the Company transacts business.

Stockholders Agreement

The Company is a party to a Stockholders Agreement, as amended, (the “Stockholders Agreement”), between it,which we refer to as the Stockholders Agreement, with investment funds associated with The Carlyle Group, (“Carlyle”)or Carlyle, and William C. Stone.Stone, our Chairman and Chief Executive Officer. The parties to the Stockholders Agreement are required to take such action as shall be required under applicable law to cause our Board to consist of eight directors. The Stockholders Agreement contains provisions that entitleentitles Carlyle and/or Mr. Stone to nominate sevensix of our eight directors. Mr. Stone is entitled to occupy one seat and has the right to nominate one of the remaining Board members, (each,each of whom we refer to as an “Executive Nominee”),Executive Nominee, Carlyle has the right to nominate threetwo of the Board members, (each,each of whom we refer to as a “Carlyle Nominee”),Carlyle Nominee, and Mr. Stone and Carlyle collectively have the right to nominate two Board members. The Company and each stockholder that is a party to the Stockholders Agreement is required to take all necessary action to cause the nominees referenced above to be elected. SeeFor more information on the Stockholders Agreement, see “Related Person Transactions—Stockholders Agreement.”

Director Nomination Process

The process followed by the Nominating Committee to identify and evaluate director candidates may include requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating Committee.

The Nominating Committee will considerconsiders recommendations for nominationdirector nominees suggested by its members, other directors, management and other interested parties. Stockholders may recommend individuals to the BoardNominating Committee for consideration as potential director candidates recommended by stockholders. To recommend a qualified personsubmitting their names, together with appropriate biographical information and background material, to serve on the Board, a stockholder should write to Nominating Committee c/o Corporate Secretary, SS&C Technologies Holdings, Inc., 80 Lamberton Road, Windsor, Connecticut 06095. The writtenAssuming that appropriate biographical information and background material has been provided on a timely basis, the Nominating Committee will evaluate stockholder-recommended candidates by following substantially the same process and applying substantially the same criteria, as it follows for candidates submitted by others.

In addition, stockholders also have the right under our By-laws to directly nominate director candidates, without any action or recommendation must be timely delivered toon the Corporate Secretary in accordance with the Company’s By-laws, which generally means the notice must be delivered not fewer than 90 days nor more than 120 days prior to the first anniversarypart of the preceding year’s Annual Meeting. The written recommendation must containNominating Committee or the information requiredBoard, by following the Company’sprocedures set forth in our By-laws which includes (i) as to each person whom the stockholder proposes toand described under “Stockholder Proposals and Director Nominations” below.

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nominate for election or re-election as a director, (A) such person’s name, age, business address, and, if known, residential address, (B) such person’s principal occupation or employment, (C) the class and number of shares of stock of the Company which are beneficially owned by such person, and (D) any other information concerning such person that is required to be disclosed as to nominees in solicitations of proxies for director elections pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or Exchange Act, and (ii) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination is made (A) such stockholder’s and such beneficial owner’s name and address as they appear on the Company’s books, (B) the class and number of shares of stock of the Company which are owned, beneficially and of record, by such stockholder and such beneficial owner, (C) a description of all arrangements or understandings between such stockholder and/or such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder and such beneficial owner, (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice and (E) a representation whether the stockholder or beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination. In order to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected. The Company may require any proposed nominee to furnish such other information as it may reasonably need to determine the eligibility of such proposed nominee to serve as a director of the Company.

The Nominating Committee will consider and evaluate persons recommended by the stockholders in the same manner as it considers and evaluates other potential directors. However, as described above, the Stockholders Agreement contains provisions that entitle Carlyle and Mr. Stone to nominate seven of our eight directors.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating Committee applies the criteria specified in its charter. These criteria include the candidate’s integrity, honesty, adherence to ethical standards, demonstrated business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest, ability to actexercise sound judgments in matters that relate to the current and long-term objectives of the Company, ability to contribute positively to the decision-making processes of the Company, commitment to understanding the Company and its industry and to regularly attending and participating in meetings of the Board and its committees, ability to understand the sometimes conflicting interests of stockholdersthe various constituencies of the Company, and (where applicable) past performance asthe absence of a director.conflict of interest. The Nominating Committee does not assign specific weights to particular criteriacriterion and no particular criterion is a prerequisite for any prospective nominee. In terms of criteria for composition of the Board, the Nominating Committee considers the backgrounds and qualifications of the directors as a group with a goal of providing a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities.

We doAlthough the Nominating Committee considers the value of diversity on the Board, it has not haveadopted a formalwritten policy regardingwith regard to the consideration of diversity when evaluating candidates for director. However, in practice, the Nominating Committee considers diversity of viewpoint, professional experience, education and skill in assessing candidates for the Board diversity.to ensure breadth of experience, knowledge and abilities within the Board. Our Board’s priority in the selection of Board members is identification of members who will further the interests of our stockholders through their management experience, knowledge of our business, understanding of the competitive landscape, and familiarity with our targeted markets.

The director biographies on pages 67 to 9 indicate8 describe each nominee’s experience, qualifications, attributes and skills that led the Board to conclude that he should continue to serve as a member of our Board. Our Board believes that each of the nominees has had substantial achievement in hisrealized significant professional and personal pursuits,achievements, and possesses the background, talents and experience that our Board desiresare necessary for the Company’s success and that will contribute to the best interestscreation of our Company and to long-term stockholder value.

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Board Meetings and Attendance

Our Board met seven times duringDuring the fiscal year ended December 31, 2011,2012, which we refer to as fiscal 2011, either2012, our Board met six times (including two special meetings) and acted by unanimous written consent in person or by teleconference.lieu of a meeting three times. During fiscal 2011, each2012, the Audit Committee held six regular meetings and did not act by unanimous written consent in lieu of a meeting; the Compensation Committee held two regular meetings and acted by unanimous written consent in lieu of a meeting once; and the Nominating Committee acted by unanimous written consent in lieu of a meeting once. Each of our directors attended at least 75% of the Board meetings and 75%aggregate of the total number of meetings held by all committees of the Board onand of the Board committees of which he then served.was a member during fiscal 2012, except for Mr. Holt.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding directors’ attendance at annual meetings, but all of our directors are encouraged to attend our Annual Meetings. All ofannual meetings. Of our eight directors, seven attended our 2011 Annual Meeting2012 annual meeting of Stockholders.stockholders.

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Board Leadership Structure

Mr. Stone has served as Chairman of the Board of Directors and Chief Executive Officer since our inception in 1986.1986, and the provisions of the Stockholders Agreement require that so long as Mr. Stone is a member of our Board and the Chief Executive Officer of the Company, he shall serve as Chairman of the Board. This Board leadership structure is commonly utilized by public companies in the United States, and we believe that this leadership structure has been effective for us. Having one person serve as both Chief Executive Officer and Chairman of the Board shows our employees, customers and other constituencies that we are under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. We also believe that this leadership structure eliminates the potential for duplication of efforts and inconsistent actions.actions and facilitates open communication between management and our Board. We do not have a lead independent director. We recognize that different board leadership structures may be appropriate for companies with different histories or varying equity ownership structures and percentages. However, we believe our current leadership structure remains the optimal board leadership structure for us.

Board Committees

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee, each of which operates under a charter that has been approved by our Board. Current copies of eachEach committee’s charter areis posted on our website, athttp://investor.ssctech.com/governance.cfm. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. The table below shows current membership and indicates the chairperson (*) for each of the standing Board committees.

The provisions of the Stockholders Agreement provide Carlyle with the right to designate the chairperson of any committee of the Board.

Our Board has determined that all of the members of each of the Board’s three standing committees are independent as defined under the rules of Nasdaq,NASDAQ, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Exchange Act.

Audit Committee

Messrs. Etherington, MichaelOur Audit Committee assists our Board in its oversight of the Company’s accounting and Varsano currently serve onfinancial reporting processes and the audits of the Company’s financial statements. Our Audit Committee’s responsibilities, as set forth in its charter, include:

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Our Board has determined that each of the members of its Audit Committee is an “audit committee financial expert” as that term is defined under the rules and regulations of the SEC. The Audit Committee’s responsibilities include:

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The Audit Committee met seven times during fiscal 2011.

Compensation Committee

Messrs. Etherington, HoltOur Compensation Committee has overall responsibility for the Company’s compensation of management, incentive plans and Watts currently serve on our Compensation Committee.compensation programs. Our Compensation Committee’s responsibilities, as set forth in its charter, include:

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The Compensation Committee met one time during fiscal 2011.

Nominating Committee

Messrs. Holt and Watts currently serve on ourOur Nominating Committee.Committee has overall responsibility for developing Board membership. Our Nominating Committee’s responsibilities, as set forth in its charter, include:

The processes and procedures followed by the Nominating Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.”

The Nominating Committee met one time during fiscal 2011. As described above, the Stockholders Agreement contains provisions that entitle Mr. Stone and Carlyle to nominate six of our eight directors.

Risk Oversight

Our management is responsible for risk management on a day-to-day basis. Our Audit Committee is responsible for overseeing our risk management function. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board of

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Directors is actively involved in overseeing our risk management. For example,Our Board and the Board engagesAudit Committee fulfill their oversight role by discussing with management the policies and practices utilized by management in periodic discussions with such company officers asassessing and managing the Board deems necessary, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officerrisks and General Counsel.providing input on those policies and practices. We believe that the leadership structure of our Board supports effective risk management oversight by helping effectively identify risks due to our Chairman and Chief Executive Officer’s extensive knowledge and understanding of our business, and, as noted in “Board Leadership Structure” above, our Board believes that the combined roles of Chairman and Chief Executive Officer facilitate communications between management and our Board and thus enhance effective risk oversight.

Communications with the Board

Our Board welcomes the submission of any comments or concerns from stockholders and any interested parties. Communications should be in writing and addressed to our Corporate Secretary at our principal executive offices and marked to the attention of the Board or any of its committees,

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individual directors or non-management or independent directors as a group. All correspondence will be forwarded to the intended recipient(s)., except that certain items that are unrelated to the duties and responsibilities of our Board (such as product inquiries and comments, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations and advertisements) and material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, referred to as the SS&C Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees and includes provisions relating to accounting and financial matters. The SS&C Code of Business Conduct and Ethics is available on our website athttp://investor.ssctech.com/governance.cfm. If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our website athttp://investor.ssctech.com/governance.cfm. or in a current reportCurrent Report on Form 8-K.8-K filed with the SEC.

Compensation Committee Interlocks and Insider Participation

Messrs. Etherington, Holt and Watts served on our Compensation Committee in fiscal 2011.2012. No member of the Compensation Committee is or has been a current or former officer or employee of SS&C Holdings or had any related person transaction involving SS&C Holdings.Holdings or any of its subsidiaries. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during fiscal 2011.2012.

Executive Officers Who Are Not Directors

Certain information regarding our executive officers, as of April 15, 2012, who are not also directors, is set forth below. Generally, our Board elects our officers annually, although the Board or an authorized committee of the Board may elect or appoint officers at other times.

Paul G. Igoejoined the Company in January 2013 and has served as our Senior Vice President, General Counsel and Secretary since March 2013. From September 2009 to December 2012, Mr. Igoe was the Vice President, General Counsel and Secretary of Lydall, Inc., a manufacturer of filtration media and thermal/acoustical products. From June 2001 to September 2009, Mr. Igoe was the Associate General Counsel and Assistant Secretary of Teradyne, Inc., a manufacturer of automatic test equipment for the semiconductor industry. Prior to Teradyne, Mr. Igoe was a Junior Partner in the Boston office of Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP).

Rahul Kanwarhas served as our Senior Vice President and Managing Director, Alternative Assets since January 2011 and was designated as an executive officer on March 7, 2013. Prior to that, Mr. Kanwar served as a managing director of SS&C since 2005. Prior to that, Mr. Kanwar was employed by Eisner LLP where he was responsible for managing the Eisenfast LLC fund administration business. Mr. Kanwar started his career in public accounting.

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Patrick J. Pedonti has served as our Senior Vice President and Chief Financial Officer since August 2002. Prior to that, Mr. Pedonti served as our Vice President and Treasurer from May 1999 to August 2002. Prior to joining SS&C, Mr. Pedonti served as Vice President and Chief Financial Officer for Accent Color Sciences, Inc., a company specializing in high-speed color printing, from January 1997 to May 1999.

Stephen V. R. Whitman has served as our Senior Vice President, General Counsel and Secretary since June 2002. Prior to joining SS&C, Mr. Whitman served as an attorney for PA Consulting Group,

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an international management consulting company headquartered in the United Kingdom, from November 2000 to December 2001. Prior to that, Mr. Whitman served as Senior Vice President and General Counsel of Hagler Bailly, Inc., a publicly traded international consulting company to the energy and network industries, from October 1998 to October 2000 and as Vice President and General Counsel from July 1997 to October 1998.

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we have been or are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has had or has a direct or indirect material interest.

If a related person proposes to enter into such Such a transaction, arrangement or relationship which we referis referred to as a “related person transaction,transaction.” the related person must report the proposed

Any related person transaction must be reported to our General Counsel. The policy calls for the proposed related person transaction toCounsel and will be reviewed and if deemed appropriate, approved by the Audit Committee. Whenever practicable,Committee in accordance with the reporting, review and approval will occurterms of the policy, prior to entry intoeffectiveness or consummation of the transaction.transaction, whenever practicable. If the General Counsel determines that advance review and approval of a related person transaction is not practicable under the circumstances, the Audit Committee will review and, in its discretion, may ratify the related person transaction. The policy also permitstransaction at its the Chairmannext meeting, or at the next meeting following the date that the related person transaction comes to the attention of the General Counsel; provided, however, that the General Counsel may present a related person transaction arising in the time period between meetings of the Audit Committee to the Chair of the Audit Committee, who will review and if deemed appropriate,may approve proposedthe related person transactions that arise between committee meetings,transaction, subject to ratification by the committeeAudit Committee at its next meeting. AnyIn addition, any related person transactionstransaction previously approved by the Audit Committee or otherwise already existing that areis ongoing in nature will be reviewed annually.by the Audit Committee annually to ensure that it has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and that all required disclosures regarding the related person transaction are made.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committeeAudit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committeeAudit Committee will review and consider:

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The Audit Committee may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The Audit Committee may, in its sole discretion, impose any conditions it deems appropriate on the Company or the related person transaction that it deems appropriate.in connection with approval of the related person transaction.

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In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board has determined that the following transactions do not create a material direct or indirect interest on behalf of a related personsperson and, therefore, are not related person transactions for purposes of thisour related person transaction policy:

The policy provides that transactions involving compensation of executive officers shallwill be reviewed and approved by the Compensation Committee in the manner specified in its charter.

Related Person Transactions

On November 23, 2005, SS&C Holdings acquired SS&C through the merger of Sunshine Merger Corporation, a wholly owned subsidiary of SS&C Holdings, with and into SS&C, with SS&C surviving the merger and becoming a wholly owned subsidiary of SS&C Holdings. We refer to the acquisition, the equity contributions to SS&C Holdings by Mr. Stone and Carlyle in connection with the acquisition, SS&C Holding’s entry into senior secured credit facilities and its issuance and sale of senior subordinated notes, and the other transactions in connection with the acquisition as the “Transaction.”

Stockholders Agreement

On November 23, 2005, Mr. Stone became a party toSS&C Holdings entered into a Stockholders Agreement with SS&C HoldingsMr. Stone and Carlyle, which includes restrictions on transfer of the Company’s common stock as well as other provisions described below. The parties amended certain provisions of the Stockholders Agreement in April 2008, March 2010 and March 2011.

Board of Directors.Pursuant  The parties to the Stockholders Agreement are required to take such action as shall be required under applicable law to cause our Board of Directors consiststo consist of eight members, withmembers. The initial board arrangements under the Stockholders Agreement were as follows: Mr. Stone occupyingoccupied one seat and havinghad the right to designatenominate one of the remaining Board members, and Carlyle havinghad the right to designate three Board members, and Mr. Stone and Carlyle collectively having the right to designate twonominate four Board members. Accordingly, Mr. Stone designatednominated Normand A. Boulanger,Boulanger; and Carlyle designatednominated Campbell R. Dyer, William A. Etherington, Allan M. Holt and Claudius E. Watts, IV as members of our Board of Directors.IV. Subsequently, the Stockholders Agreement was amended to provide that Mr. Stone and Carlyle collectively designated Jonathanwould jointly nominate two Board members (Jonathan E. Michael and David A. VarsanoVarsano), and the number of Board members Carlyle was entitled to nominate was reduced from four to two as membersa result of a reduction in its percentage ownership of our common stock. In May 2012, Mr. Etherington was re-elected to our Board of Directors.by our stockholders for a three-year term. The number of Board members which Carlyle is entitled to designate is reduced (1) to two directors if Carlyle hold less than 30% of our Common Stock and (2) to one director if Carlyle holds less than 15% of our Common Stock. The number of Board members which

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Mr. Stone is entitled to designatenominate (including himself) will be reduced to one director if Mr. Stone holds less than 15% of our Common Stock.common stock. The number of Board members Carlyle is entitled to nominate will be reduced to one director if Carlyle holds less than 15% of our common stock. Mr. Stone’s rights under the Board nomination provisions of the Stockholders Agreement will terminate at such time as he holds less than 10% of our common stock. Carlyle’s rights under the Board of Directors designationnomination provisions of the Stockholders Agreement will terminate at such time as Carlyle holds less than 10% of our Common Stock.

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Mr. Stone’s rights under the Board of Directors designationThe provisions of the Stockholders Agreement will terminate at such timealso require that so long as he holds less than 10%Mr. Stone is a member of our Common Stock.Board and the Chief Executive Officer of the Company, he will serve as Chairman of the Board, and that Carlyle will have the right to designate the chairperson of any committee of the Board.

Bring-along rights.If any party to the Stockholders Agreement proposes to transfer 50% or more of all Common Stockcommon stock held by the parties to the Stockholders Agreement to a third-party purchaser, then such transferring stockholder can require the other stockholders who are parties to the agreement to transfer their Common Stockcommon stock on the same terms and conditions as the transferring holder.

Other rights.  The Stockholders Agreement also contained certain tag-along and preemptive rights which terminated upon completion of our IPO in March 2010.

Service Provider Stockholders Agreement

On November 23, 2005, all of our members of management (other than Mr. Stone) and all employee option holders whose SS&C options were converted into options to acquire Common Stockcommon stock of SS&C Holdings became parties to a Service Provider Stockholders Agreement with Carlyle and the Company. In addition, substantially allcertain holders of options to purchase our Common Stockcommon stock have subsequently become parties to the Service Provider Stockholders Agreement. The Company and Carlyle amended certain provisions of the Service Provider Stockholders Agreement in April 2008. Under the agreement, if Carlyle proposes to transfer 50% or more of our outstanding Common Stockcommon stock to a third-party purchaser, then Carlyle can require the members of our management and employee option holders who are parties to the agreement to transfer their Common Stockcommon stock and options on the same terms and conditions as Carlyle (bring-along rights).

Registration Rights Agreement

On November 23, 2005, Mr. Stone became a party tothe Company entered into a Registration Rights Agreement with the CompanyMr. Stone and Carlyle, which provides Mr. Stone and Carlyle with certain rights relating to the registration for certain registration rights.resale of their shares of common stock. Under the Registration Rights Agreement, either CarlyleMr. Stone or Mr. StoneCarlyle can demand that we file a registration statement for all or a portion of their Common Stock. Carlyle andcommon stock. Mr. Stone and Carlyle are also entitled to request that their shares be covered by a registration statement that we are otherwise filing with respect to our Common Stock. Thesecommon stock. In either event, the Company is required to pay all expenses of Mr. Stone and/or Carlyle, as applicable, in connection with the registration (other than underwriting discounts and commissions and transfer taxes applicable to the sale of registrable securities). The Registration Rights Agreement also provides that the Company will indemnify the selling stockholders, and the selling stockholders will indemnify the Company, for certain matters in connection with the registration of the selling stockholders’ shares. The registration rights in the Registration Rights Agreement are subject to certain conditions and limitations specified in the Registration Rights Agreement, including the right of the underwriters of an offering to limit the number of shares included in certain registrations.

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SS&C Technologies, Inc. Management Rights Agreement

Carlyle, the Company and SS&C entered into a Management Rights Agreement on November 23, 2005, pursuant to which Carlyle Partners IV, L.P. was granted (1) the right to nominate one director to serve as a member of our Board of Directors and to appoint one non-voting board observer to the board of directors of SS&C, (2) reasonable access to the books and records of SS&C Holdings and SS&C and their subsidiaries and (3) the right to consult from time to time with the management of SS&C Holdings and SS&C and their subsidiaries at their respective place of business regarding operating and financial matters. The Management Rights Agreement will terminate with respect to SS&C when SS&C Holdings and its affiliates no longer beneficially own any voting securities of SS&C. The Management Rights Agreement will terminate with respect to SS&C Holdings when Carlyle and its affiliates no longer beneficially own any voting securities of SS&C Holdings.

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Fund Administration Services Agreement

On August 12, 2008, Walkers SPV Limited acting solely in its capacity as trustee of the Carlyle Series Trust and its classes or sub-trusts, Carlyle Loan Investment Ltd., CLP Cayman Holdco, Ltd., CCPMF Cayman Holdco, Carlyle Credit Partners Financing I, Ltd. (collectively, the “Funds”) and Carlyle Investment Management L.L.C. entered into a Fund Administration Services Agreement with SS&C. Pursuant to the Fund Administration Services Agreement, the Funds appointed SS&C to act as administrator, registrar and transfer agent and to provide the Funds with certain fund administration services, including daily processing and reconciliation services, fund accounting services and unitholder services, and such ancillary services as are set forth in work requests that may be executed by the parties from time to time. The agreement became effective on July 1, 2008, and the Funds are in the process of liquidation. SS&C was paid a monthly charge based on annual rates derived from the net asset value of the Funds, subject to a minimum monthly fee. SS&C also receives certain hourly and other fees for any ancillary services that it provides under the agreement. From January 1, 2011 through December 31, 2011, the Funds paid an aggregate of $1,420,577 to SS&C under the agreement.

Processing Services Agreement

On June 22, 2009, Carlyle Investment Management L.L.C. entered into a Processing Services Agreement with SS&C. Pursuant&C pursuant to the agreement,which SS&C provides investment accounting and data processing services.services to Carlyle. The agreement was amended in June 2011 to continue untilextend its term to June 21, 2014. In August 2012, with the consent of SS&C, Carlyle assigned this agreement to Alumina Investment Management, LLC (an entity related to Carlyle) and the transaction was reviewed and approved by our Audit Committee under the Company’s related persons transactions policy. SS&C will be paid a monthly fee based on annual rates derived from the net asset value of CarlyleAlumina Investment Management, L.L.C.,LLC, subject to a minimum monthly fee. SS&C will also receive other fees for certain ancillary services that it provides under the agreement. From January 1, 20112012 through December 31, 2011,2012, Carlyle Investment Management L.L.C. and Alumina Investment Management, LLC paid an aggregate of $372,283$241,000 to SS&C under thethis agreement.

Other transactions

John Stone, the brother of William C. Stone, our Chief Executive Officer, is employed by SS&C as Vice President of Sales Management.Sales. From January 1, 20112012 through December 31, 2011,2012, John Stone was paid $271,556$142,162 as salary, commissions, and grant date fair value of options related to his employment at SS&C.

Robert S. Stone, the son of William C. Stone, our Chief Executive Officer, is employed by SS&C as a sales representative. From January 1, 2012 through December 31, 2012, Robert Stone was paid $141,893 as salary, commissions and grant date fair value of options related to his employment at SS&C.

Report of the Audit Committee of the Board of Directors

TheOur Audit Committee has reviewed our audited financial statements for fiscal 20112012 and has discussed these financial statements with our management and PricewaterhouseCoopers, LLP, our independent registered public accounting firm.

The Audit Committee has also received from, and discussed with, our independent registered public accounting firm various communications that our independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussedStatement on Auditing Standards No. 16 (Communication with Audit Committees), as adopted by the Public Company Accounting Oversight Board, or PCAOB, AU Section 380 (Communication with Audit Committees) as modified or supplemented.PCAOB.

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Our independent registered public accounting firm also provided the Audit Committee with the written disclosures and the letter from the independent auditorregistered public accounting firm required by PCAOB Rule 3526 (Communicating(Communicating with Audit Committees Concerning Independence), as modified or supplemented. The Audit Committee has discussed with the independent registered public accounting firm its independence from us.

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Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2011.2012.

By the Audit Committee of the Board of Directors of SS&C Technologies Holdings, Inc.

William A. Etherington (Chair)

Jonathan E. Michael

David A. Varsano

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Our executive compensation program is overseen and administered by our Compensation Committee, which currently consists of Messrs. Etherington, Holt and Watts, who are appointed by or affiliated with Carlyle, our majority stockholder.Watts. Our Compensation Committee operates under a written charter adopted by our Board of Directors and discharges the responsibilities of the Board relating to the compensation of our executive officers. As of December 31, 2012, our named executive officers who consist ofwere Messrs. Stone, Boulanger, Pedonti and Whitman, and whom we refer to as our named executive officers.Whitman. Our Chief Executive Officer is actively involved in setting executive compensation and typically presents salary, bonus and equity compensation recommendations to the Compensation Committee, which, in turn, considers the recommendations and has ultimate approval authority.

Objectives of our executive compensation program

The primary objectives of the Compensation Committee with respect to executive compensation are to:

To achieve these objectives, the Compensation Committee evaluates our executive compensation program with the goal of setting compensation at levels the Compensation Committeeit believes are competitive with those of other companies that compete with us for executive talent in our industry and in our region that compete with us for executive talent.region. We have not, however, retained a compensation consultant to review our policies and procedures relating to executive compensation, andnor have we have not formally benchmarked our compensation against that of other companies. Our compensation program rewards our named executive officers based on a number of factors, including the Company’s operating results, the Company’s performance against budget, individual performance, prior-period compensation and prospects for individual growth. Changes in compensation are generally incremental in nature without wide variations from year to year, but with a general trend that has matchedmatches increasing compensation with the profitable growth of our business. Many of the factors that affect compensation are subjective in nature and not tied to peer group analyses, surveys ofby compensation consultants or other statistical criteria.

Process for administering our compensation program

Each year our Chief Executive Officer makes recommendations to theour Compensation Committee regarding compensation packages, including his own. In making these recommendations, our Chief Executive Officer attempts to structure a compensation package based on his years of experience in the financial services and software industries and knowledge of what keeps people motivatedhis desire to motivate the executive officers and committedensure their commitment to the institution. HeCompany. For each executive officer, including himself, our Chief Executive Officer prepares a written description for the members of theour Compensation Committee of the performance during the prior year of each named executive officer, including himself, discussing both positive and negative aspects of performance and recommendingrecommends salary and bonus amounts for each named executive officer.amounts. Our Chief Executive Officer believes the named executive officers should receive a significant portion of our total bonus pool based upon their responsibilities and contributions. Further, our Chief Executive Officer considers the bonuses of the named executive officers in comparison with our other officers and managers. As it relates to the compensation of

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named executive officers other than our Chief Executive Officer, our Compensation Committee relies heavily on our Chief Executive Officer’s

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recommendations and discusses his reviews and recommendations with him as part of its deliberations. As it relates to our Chief Executive Officer’s compensation, the Compensation Committee considers our Chief Executive Officer’s recommendations. In this as in other compensation matters, the Compensation Committee exercises its independent judgment. After due consideration, the Compensation Committee accepted the Chief Executive Officer’s recommendations for 20112012 executive officer compensation.cash bonuses and 2013 executive officer base salaries.

We provided stockholders with a “say on pay” advisory vote on our executive compensation in 2011. At our 2011 Annual Meetingannual meeting of Stockholders,stockholders, stockholders expressed substantial support for the compensation of our named executive officers, with approximately 82% of the votes cast for approval of the “say on pay” advisory vote on executive compensation. In establishing 2012 executive compensation, the Compensation Committee considered the results of the 2011 advisory vote as well as the other factors described above. Given the significant support for our named executive officer compensation as expressed through the 2011 “say on pay” advisory vote, the Compensation Committee did not make any changes to our executive compensation program and policies as a result of such vote.

Components of Our Executive Compensation Program

The primary elements of our executive compensation program are:

We have no formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the Compensation Committee, in consultation with and upon the recommendation of our Chief Executive Officer, determines subjectively what it believes to be the appropriate level and mix of the various compensation components. While we identifydescribe below particular compensation objectives thatthe connection between each element of executive compensation serves,and particular compensation objectives, we believe that each element ofpromotes multiple compensation to a greater or lesser extent, serves each of the objectives of our executive compensation program.objectives.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. WhenIn establishing base salaries for 2011, the2012, our Compensation Committee, together with our Chief Executive Officer, considered a variety of factors, including the seniority of the individual, the level of the individual’s responsibility, the ability to replace the individual, the individual’s tenure at the company,Company, relative pay among the named executive officers and the dollar amount that would be necessary to keep the executive in the Windsor, Connecticut area. Generally, we believe that executive base salaries should grow incrementally over time and that more of the “up side” of compensation should rest with cash bonuses and long-term equity incentive compensation. In the case of Mr. Stone, the minimum base salary is mandated by his employment agreement andmandates that his base salary cannot be less than $750,000 per year.

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Base salaries are reviewed at least annually by our Compensation Committee, and are adjusted from time to time to realign salaries with market levels after taking into account companythe performance of the Company and individualeach executive officer’s responsibilities, performance and experience. No adjustments were made to the base salaries of our named executive officers for fiscal year2012 from 2011 levels, as Mr. Stoneour Chief Executive Officer determined, and theour Compensation Committee concurred, that the base salaries in effect for fiscal year 20102011 were sufficient to achieve our compensation objectives for base salary. As a result, the base salaries for our named executive officers in 20112012 were as follows: Mr. Stone, $750,000; Mr. Boulanger, $450,000; Mr. Pedonti, $260,000; and Mr. Whitman, $225,000. Mr. Kanwar was not an executive officer of the Company in 2012 and Mr. Igoe was not an employee of the Company in 2012. In March 2013, our Compensation Committee adjusted the 2013 base salaries of our named executive officers who are current executive officers as follows: Mr. Stone, $875,000, Mr. Boulanger, $550,000 and Mr. Pedonti, $350,000. Mr. Whitman retired from the Company on January 5, 2013.

Discretionary Annual Cash Bonus

The payment of annual cash bonuses to named executive officers and other employees is discretionary. Annual cash bonuses are generally provided to employees regardless of whether we meet, exceed or fail to meet our budgeted results, but the amount available for bonuses to all employees, including the named executive officers, will depend upon our financial results. Annual cash bonuses are intended to compensate for strategic, operational and financial successes of the companyCompany as a whole, as well as individual performance and growth potential. The annual cash bonuses are not tied to the achievement of specific results or pre-established financial metrics or performance goals. No formula exists for determining the amount of bonuses for employees or named executive officers.

Our Chief Executive Officer proposed 20112012 annual executive bonus allocations, including his own proposed bonus, for executive officers to the Compensation Committee in March 2012.2013. The Compensation Committee, which has ultimate approval authority, considered our Chief Executive Officer’s recommendations and made a final decision with respect to 20112012 annual bonuses. In making bonus recommendations to the Compensation Committee about bonuses for namedthe executive officers, our Chief Executive Officer, after taking into account the positive or negative impact of events outside the control of management or an individual executive, made a subjective judgment of an individual’seach executive’s performance in the context of a number of factors, including the overall economy and our financial performance, revenues and financial position going into the new fiscal year. In making his recommendations for 20112012 annual bonuses, Mr. Stoneour Chief Executive Officer considered, among other things, aneach executive’s (including his own) work in managing the business, establishing internal controls, mentoring staff, completing and integrating acquisitions, reducing costs, responding to market conditions and maintaining our profitability. Mr. Stone is entitled to a minimum annual bonus of at least $500,000 pursuant to his employment agreement.

Mr. Stone’s $2,500,000$3,100,000 bonus for 20112012 was recommended by Mr. Stone and approved, after due consideration, by theour Compensation Committee. The committee’sCommittee’s approval of Mr. Stone’s bonus took into account our profitability, his deep involvement with our acquisitions in 2011, each2012, including GlobeOp and Portia (each of which has performed well,well), his successful recruitment of several new managers, his efforts to increase our revenue from $329 million in 2010 to $371 million in 2011 to $552 million in 2012 and our Consolidated EBITDA (as defined below) from $121 million in 2010 to $135$152 million in 2011 and to reduce our total debt from $291$256 million in 20102012, the growth of our market capitalization from $1.4 billion at the end of 2011 to $100 millionover $2.0 billion in 2011,the first quarter of 2013, his continued search for new acquisitions, and his maintenance of high level relationships with our key clients.

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Mr. Boulanger’s $1,250,000$1,500,000 bonus for 20112012 was recommended by Mr. Stone and approved, after due consideration, by theour Compensation Committee. The committee’sCommittee’s approval of Mr. Boulanger’s

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bonus took into account his responsibility for our day-to-day business operations across the organization, his assumption of responsibility for supervising the Company’s international operations, his efforts in implementing acquisitions including GlobeOp and Portia, his contributions to our 20112012 financial results, including increasing revenues from our fiscal 2010year ended December 31, 2011 to fiscal 2011 levels, and2012, his attention to his overall executive management team.team, and his intellect, knowledge and work ethic.

Mr. Pedonti’s $550,000$750,000 bonus for 20112012 was recommended by Mr. Stone and approved, after due consideration, by theour Compensation Committee. The committee’sCommittee’s approval of Mr. Pedonti’s bonus took into account his solid management skills, his expanded role in personnel public relations and investor relations matters, his supportsuccess in the implementation ofimplementing and integrating acquisitions including GlobeOp and Portia, his responsibility for maintaining our internal controls, his excellencesuccess in the integration of acquired businesses and his work building a strong finance team.team, and his intellect, knowledge and work ethic.

Mr. Whitman’s $325,000$260,000 bonus for 20112012 was recommended by Mr. Stone and approved, after due consideration, by theour Compensation Committee. The committee’sCommittee’s approval of Mr. Whitman’s bonus took into account his overall management of the legal department and responsibility for adherence to the internal budget, his instrumental role in directing the legal work for our acquisitions, including GlobeOp and Portia, his work negotiating transactions and integrating acquired businesses, and his intellect, knowledge and work ethic.

These decisions reflect the fact that our Compensation Committee does not fix a target bonus for the succeeding year, but rather, as noted above, draws on subjective factors, and individualexecutive officer performance evaluations, in arriving at its bonus decisions.

The amountpool of money available for the employee bonus poolbonuses is determined by Mr. Stone after our Consolidated EBITDA (as defined below), as further adjusted to exclude acquired EBITDA and cost savings, for the preceding fiscal year is determined. For purposes of this Compensation Discussion and Analysis, references to EBITDA mean our Consolidated EBITDA, as further adjusted to exclude acquired EBITDA and cost savings. In makingdetermining the determination of the amount of moneypool available for the employee bonus pool,bonuses, Mr. Stone takes into account a number of factors, including: Consolidated EBITDA; growth in Consolidated EBITDA over the preceding year; minimum Consolidated EBITDA required to ensure debt covenant compliance; our short-term cash needs; the recent employee turnover rate and any improvement or deterioration in our strategic market position. Thereafter,After establishing the amount available bonus pool for the bonuses to named executive officers is determined after considering the amount that would be required fromnon-executive officer employees, the bonus pool for bonuses to non-executive officer employees. In making his determination for 2011, the principal factors that Mr. Stone took into account in determining the size of the pool were our actual EBITDA and the improvement in our strategic market position. Other factors that Mr. Stone considered were the assurance of debt covenant compliance and of meeting our short-term cash needs. In the case of the 2011executive officers is determined. Our 2012 bonus pool thewas increased from 2011 based on an increase in our actualConsolidated EBITDA, the reduction in our total debt, thean improvement in our strategic market position, assurance of debt covenant compliance and meeting ofour ability to meet our short-term cash needs caused the size of the bonus pool to increase from 2010. The amount available for the bonuses to the named executive officers was determined after considering the amount that would be needed from the bonus pool for bonuses to other officers and managers.needs.

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Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in our senior credit facilities, which are material facilities supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance, under the senior credit facilities.facilities, including acquired EBITDA. Consolidated EBITDA does not represent net income or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be

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sufficient to fund cash needs. The following is a reconciliation of net income to Consolidated EBITDA for fiscal 2011.2012.

Stock Option Awards

TheOur Compensation Committee believes in granting equity-based incentive compensation as an important component of our executive compensation program. TheIn 2012, all of the options granted to our executive officers by our Compensation Committee has granted our named executive officers bothwere time-based options, which vest incrementally over set periods of time and performance-based

Mr. Stone was granted stock options which vest basedunder the Company’s 1998 stock incentive plan on the determination by the BoardMay 31, 2001, or the Compensation Committee as2001 Option, and April 8, 2003, or the 2003 Option, each of which were scheduled to whether our EBITDA forexpire ten years after their respective date of grant. To exercise these stock options prior to their expiration, Mr. Stone would have been required to file a fiscal year falls within anotification with the United States Department

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pre-determined targeted EBITDA range for such year. Afterof Justice under the initial performance-basedHart-Scott-Rodino Act, or HSR. Such a filing involves substantial expense and administrative time. To avoid the necessity of an HSR filing, the Company and Mr. Stone agreed to amend the governing stock option awards,agreements in May 2011 and March 2013 to convert the Compensation Committee decidedunderlying shares from voting shares of common stock to simplify the termsnon-voting shares of newClass A Non-Voting common stock, option awards by granting only time-based options.

On February 4, 2010, our Compensation Committee, in anticipation of our IPO, amended the outstanding options under our 2006 Equity Incentive Plan to provide greater incentives to our named executive officers and employees and to eliminate certain provisions of the options that our Compensation Committee believed were more typical of private-company options than options of publicly traded companies. Specifically, our Compensation Committee amended the options, effective as of the closing of our IPO, to provide for:

The incremental fair value of the 350,748 superior options held by our named executive officers that were converted into performance-based options that vested based on our EBITDA performance in 2011, computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standard Codification Topic 718 as of March 3, 2011, was $1,731,558 for Mr. Stone, $1,298,680 for Mr. Boulanger, $649,334 for Mr. Pedonti and $346,307 for Mr. Whitman. We estimated the weighted-average fair value of the performance-based options that vest upon the attainment of the 2011 EBITDA target range to be $11.41. We used the following weighted-average assumptions to estimate the option value: expected term to exercise of 2.5 years; expected volatility of 38%; risk-free interest rate of 1.0%; and no dividend yield. Expected volatility is based on the historical volatility of our peer group and us. Expected term to exercise is based on our historical stock option exercise experience, adjusted for the Transaction. As of December 31, 2011, all of the outstanding performance-based options, including those held by our named executive officers, have vested.detailed below.

On May 24, 2011, we entered into an amended and restated stock option agreement with Mr. Stone governing an option that SS&C originally granted to Mr. Stone on May 31,the 2001 under its 1998 stock incentive plan.Option. Pursuant to the amended and restated stock option agreement, the option2001 Option (which was previously an option to purchase 637,500 shares of our Common Stockcommon stock at an exercise price of $0.78 per share) was amended to make it an option to purchase 637,500 shares of our Class A Non-Voting Common Stockcommon stock at an exercise price of $0.78 per share. Mr. Stone exercised the option on May 31, 2011 and purchased 637,500 shares of our Class A Non-Voting Common Stock.

On March 10, 2013, we entered into an amended and restated stock option agreement with Mr. Stone governing the 2003 Option. Pursuant to the amended and restated stock option agreement, the 2003 Option (which was previously an option to purchase 1,275,000 shares of our common stock at an exercise price of $1.89 per share) was amended to make it an option to purchase 1,275,000 shares of our Class A Non-Voting common stock at an exercise price of $1.89 per share. Mr. Stone exercised the option on March 26, 2013 and purchased 1,275,000 shares of our Class A Non-Voting common stock.

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In October 2011,December 2012, we awarded our named executive officers long-term incentive compensation under our 20062008 equity incentive plan in the form of time-based option grants to purchase an aggregate of 305,000375,000 shares of our Common Stock.common stock. Of these option grants, Mr. Stone received an option to purchase 140,000200,000 shares of our Common Stock,common stock, Mr. Boulanger received an option to purchase 85,000100,000 shares of our Common Stock,common stock, and Mr. Pedonti received an option to purchase 50,00075,000 shares of our Common Stockcommon stock. The number of options was subjectively determined based on an assessment of the relative contributions and efforts of each recipient. Mr. Whitman receiveddid not receive an option grant due to purchase 30,000 shares of our Common Stock. Thehis anticipated retirement on January 5, 2013. These options will vest as to 25% of the number of shares underlying the option on October 3, 2012December 27, 2013 and will vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on October 3, 2015,December 27, 2016, subject to acceleration of vesting in connection with a liquidity event.change of control event and the other terms and conditions set forth in the plan and the award agreements, including that the recipient is an employee in good standing on each respective vesting date. The options have an exercise price of $13.48$22.44 per share, which our Board of Directors determined was equal to the closing price of our Common Stockcommon stock as reported on theThe NASDAQ Global Select Market on the date of the grant.

Benefits and Perquisites

We offer a variety of benefit programs to all eligible employees, including our named executive officers. Our named executive officers generally are eligible for the same benefits on the same basis as the rest of our employees, including medical, dental and vision benefits, life insurance coverage and short- and long-term disability coverage. Our named executive officersAll eligible employees are also eligibleable to contribute to our 401(k) plan and receive matching company contributions under the plan. In addition, our named executive officers are entitled to reimbursement for all reasonable business travel and other expenses incurred during the performance of the named executive officer’stheir duties in accordance with our expense reimbursement policy.

We limit the use of perquisites as a method of compensation and provide our named executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain talented employees for key positions.

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Severance and Change-of-Control Benefits

Pursuant to his employment agreement, Mr. Stone is entitled to specified benefits in the event of the termination of his employment under certain circumstances. We provide more detailed information about Mr. Stone’s benefits along with estimates of their value under various circumstances, under the captions “Employment and Related Agreements” and “Potential Payments Upon Termination or Change of Control” below.

The time-based stock options awarded to our named executive officers under the 2006 equity incentive plan vest in full immediately prior to the effective date of a liquidity event. All of the performance-based options awarded to our named executive officers were vested as of December 31, 2011. The option agreements for option awards under the terms of which were negotiated with representatives of Carlyle,2006 equity incentive plan define a “liquidity event” as either:

(a) the consummation of the sale, transfer, conveyanceany transaction or other disposition inseries of transactions pursuant to which one or a seriesmore persons or group of related transactions,persons (other than the Carlyle funds or their affiliates) acquires (a) capital stock of the equity securitiesCompany possessing voting power sufficient to elect a majority of SS&C Holdings held, directlythe members of our Board or indirectly, by investment funds affiliated with Carlyle in exchange for currency, such that immediately followingthe board of directors of any successor to the Company (whether such transaction (or series of related transactions), the total number of all equity securities held, directlyis effected by merger, consolidation, recapitalization, sale or indirectly, by all such Carlyle funds and any affiliates is, in the aggregate, less than 50%transfer of the total number of equity securities (as adjusted) held, directlyCompany’s capital stock or indirectly, by such Carlyle funds immediately following the consummation of our IPO;otherwise) or

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(b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of SS&C Holdingsthe Company to any person other than to any of the Carlyle funds or their affiliates.

UnderThe stock options awarded to our named executive officers under the terms2008 stock incentive plan vest in full immediately prior to the effective date of a change of control. The option agreements for option awards under the 2008 stock incentive plan define a “change of control” as the consummation of any transaction or series of transactions pursuant to which one or more persons or group of persons (other than the Carlyle funds or their affiliates) acquires (a) capital stock of the 2006 equity incentive plan, eitherCompany possessing voting power sufficient to elect a majority of the members of our Board or Compensation Committee can accelerate in wholethe board of directors of any successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or in parttransfer of the vesting periods for outstanding options. Please seeCompany’s capital stock or otherwise) or (b) all or substantially all of the assets of the Company and its subsidiaries.

See “Potential Payments Upon Termination or Change of Control” below for estimates of the value our named executive officers would receive in the event of a liquidity event.event under our 2006 equity incentive plan or a change of control under our 2008 stock incentive plan, as applicable.

Accounting and Tax Implications

The accounting and tax treatment of particular forms of compensation do not materially affect our compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where we deem it appropriate. For instance, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for certain compensation in excess of $1$1.0 million paid in any taxable yearby a public company to the company’sits chief executive officer and anyto each other officersofficer (other than the chief executive officer and chief financial officer) whose compensation is required to be reported to our stockholders pursuant to the Exchange Act by reason of being among the fourthree most highly paid executive officers. However, certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if certain requirements are met. TheOur Compensation Committee may review the potential effect of Section 162(m) periodically and use its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committeeit believes such payments are appropriate and in our best interests after taking into consideration changing business conditions and the performance of our employees.

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Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

By the Compensation Committee of the Board of SS&C Technologies Holdings, Inc.

William A. Etherington

Allan M. Holt

Claudius E. Watts IV

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Summary Compensation Table

The following table contains information with respect to the compensation for the fiscal years ended December 31, 2012, 2011 and 2010 and 2009 of ourthe four persons who served as executive officers including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer). We refer to these four executive officers, who are our only executive officers, as our named executive officers.during fiscal 2012.

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Employment and Related Agreements

Effective as of November 23, 2005, we entered into a definitivean employment agreement with Mr. Stone. We amended and restated Mr. Stone’s employment agreement in March 2010. The terms of the agreement which were negotiated between Mr. Stone and representatives of Carlyle, include the following:

“Cause” means (a) Mr. Stone’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties; (b) Mr. Stone’s conviction of, or plea of guilty or nolo contendere to, a felony; (c) the commission by Mr. Stone of an act of fraud or embezzlement against us or any of our subsidiaries as determined in good faith by a two-thirds majority of the Board; or (d) Mr. Stone’s breach of any material provision of his employment agreement.

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“Good reason” means the occurrence of any of the following events without Mr. Stone’s written consent: (a) an adverse change in Mr. Stone’s employment title; (b) a material diminution in Mr. Stone’s employment duties, responsibilities or authority, or the assignment to Mr. Stone of duties that are materially inconsistent with his position; (c) any reduction in Mr. Stone’s base salary or minimum annual bonus; (d) a relocation of our principal executive offices to a location more than 35 miles from its current location which has the effect of increasing Mr. Stone’s commute; (e) any breach by us of any material provision of Mr. Stone’s employment agreement or the Stockholders Agreement; or (f) upon a change in control where (1) Carlyle exercises its bring-along rights in accordance with the Stockholders Agreement, and (2) Mr. Stone votes against the proposed transaction in his capacity as a stockholder.

Under Mr. Stone’s employment agreement, a “change of control” means:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either:

(b) individuals who, as of the effective date of Mr. Stone’s employment agreement, constituted our Board of Directors and any individuals subsequently elected to our Board of Directors pursuant to the Stockholders Agreement cease for any reason to constitute at least a majority of our Board, of Directors, other than:

Other than Mr. Stone, none of our named executive officers is party to an employment agreement.

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20112012 Grants of Plan-Based Awards

The following table sets forth information regarding grants of compensation in the form of plan-based awards made during 20112012 to our named executive officers.

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2012 Option Exercises and Stock Vested

The following table sets forth information concerning stock options that were exercised by our named executive officers in 2012 and the value realized upon vesting of shares of restricted stock.

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Outstanding Equity Awards at 20112012 Fiscal Year-End

The following equity awards granted to our named executive officers were outstanding as of December 31, 2011.2012.

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2011 Option Exercises and Stock Vested

The following table sets forth information concerning stock options that were exercised by our named executive officers in 2011 and the value realized upon vesting of shares of restricted stock.

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Equity Compensation Plan Information

The following table sets forth, as of December 31, 2011,2012, the number of securities outstanding under our equity compensation plans, the weighted-average exercise price of such securities and the number of securities available for grant under these plans.