Summary
Fair Isaac Corporation (FICO) announced a material definitive agreement with the Sandell Group, a significant stockholder group affiliated with Sandell Asset Management Corp. This agreement, dated December 7, 2007, involves the addition of two new director nominees to FICO's Board of Directors at the upcoming 2008 annual meeting, expanding the Board from eight to ten members. One nominee, Nick Graziano, is affiliated with the Sandell Group, and the other, Allen Z. Loren, is a former CEO of Dun & Bradstreet. The Sandell Group has agreed to vote its shares in favor of these nominees and other Board-recommended candidates. The agreement also includes a "Standstill Period" with restrictions on the Sandell Group's activities. These restrictions, which generally last until a period before the 2009 annual meeting, limit the Sandell Group's ownership to 10% of outstanding shares and prohibit them from influencing management, opposing Board recommendations, or initiating new nominations. This move suggests a resolution or de-escalation of potential proxy contest or activist shareholder engagement.
Key Highlights
- 1FICO entered into a material definitive agreement with the Sandell Group, a key stockholder.
- 2The agreement includes the addition of two new director nominees to FICO's Board at the 2008 Annual Meeting.
- 3The Board size will increase from eight to ten directors.
- 4One new nominee is directly affiliated with the Sandell Group, while the other is a former CEO of Dun & Bradstreet.
- 5The Sandell Group has committed to voting its shares in favor of the nominated directors.
- 6A "Standstill Period" is established, imposing restrictions on the Sandell Group's stock ownership (capped at 10%) and their ability to influence company management or make further nominations.
- 7The 2008 Annual Meeting of Stockholders is scheduled for February 5, 2008.