8-KLeadership ChangesMaterial AgreementsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Dec 9, 2008)

Filed December 9, 2008For Securities:FICO

Summary

Fair Isaac Corporation (FICO) has entered into a significant agreement with certain stockholders affiliated with Sandell Asset Management Corp. (the "Sandell Group") concerning board composition and voting. This agreement outlines the nomination of four new directors, including John S. McFarlane and current directors Nick Graziano and Allan Loren, for election at the 2009 annual meeting. The Sandell Group has committed to voting its shares in favor of these nominees and the remaining six incumbent directors, signaling a move towards board stability and a potential resolution of shareholder activism. Furthermore, the agreement includes provisions for the potential resignation of the Sandell Group's nominees under specific ownership thresholds and outlines restrictions on the Sandell Group's actions for a defined period. In parallel, two existing directors, Guy R. Henshaw and Tony J. Christianson, have announced they will not seek re-election, indicating a planned transition in the board's composition independent of the Sandell Group agreement. Investors should monitor the impact of these board changes on FICO's strategic direction and governance.

Key Highlights

  • 1FICO entered into a definitive agreement with the Sandell Group regarding director nominations and voting for the 2009 annual meeting.
  • 2The agreement includes the nomination of four directors: John S. McFarlane, Nick Graziano, Allan Loren, and one mutually acceptable designee.
  • 3The Sandell Group has agreed to vote its shares in favor of the proposed nominees and the six other incumbent directors standing for re-election.
  • 4The agreement stipulates that the Sandell Group's director nominees may resign if their beneficial ownership falls below 3% of outstanding shares.
  • 5Certain restrictions (standstill provisions) are in place for the Sandell Group, generally limiting their investment to 10% and restricting certain actions until 80 days prior to the 2010 annual meeting.
  • 6Two current directors, Guy R. Henshaw and Tony J. Christianson, will not stand for re-election at the 2009 annual meeting.

Frequently Asked Questions

The primary purpose of the agreement is to settle a potential dispute or engagement with the Sandell Group by agreeing on director nominations for FICO's 2009 annual meeting. It aims to ensure board stability by having the Sandell Group support the nominated directors and commit to voting its shares accordingly.

The agreement proposes four director nominees: John S. McFarlane, current directors Nick Graziano and Allan Loren, and an additional individual selected by FICO's Board and acceptable to the Sandell Group.

The standstill provisions are restrictions placed on the Sandell Group for a specified period (generally until 80 days before the 2010 annual meeting). These include limitations on increasing their ownership stake above 10% of FICO's stock and restrictions on influencing company management, opposing the Board's recommendations, or initiating proxy solicitations or nominations outside the agreement's scope.

Directors Guy R. Henshaw and Tony J. Christianson have independently notified the Company that they will not seek re-election at the 2009 annual meeting. The filing does not specify the reasons for their decisions.