8-KMaterial AgreementsShareholder MattersExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (May 26, 2009)

Filed May 26, 2009For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K on May 26, 2009, detailing two significant agreements executed on May 21, 2009. The primary focus is a Voting Agreement entered into with Southeastern Asset Management, Inc. (Southeastern). This agreement stipulates that if Southeastern and its affiliates beneficially own 15% or more of FICO's outstanding common stock, they will vote shares exceeding that 15% threshold in accordance with the FICO Board of Directors' recommendations. Furthermore, FICO amended its existing Rights Agreement with Mellon Investor Services LLC. This amendment modifies the definition of an 'Acquiring Person' for Southeastern. Specifically, Southeastern will not be considered an Acquiring Person if its ownership is below 15%, or if its ownership is between 15% and 20% AND the Voting Agreement remains in effect and Southeastern complies with its terms. These agreements suggest a structured approach to managing a potentially significant shareholder's influence.

Key Highlights

  • 1FICO entered into a Voting Agreement with Southeastern Asset Management, Inc.
  • 2The Voting Agreement mandates how Southeastern will vote shares exceeding 15% beneficial ownership in FICO.
  • 3Southeastern will vote excess shares (above 15%) in line with FICO's Board of Directors' recommendations.
  • 4FICO amended its Shareholder Rights Agreement (poison pill) in conjunction with the Voting Agreement.
  • 5Southeastern is exempted from being deemed an 'Acquiring Person' under certain ownership thresholds and conditions related to the Voting Agreement.
  • 6These agreements aim to manage the influence of a significant shareholder, Southeastern.

Frequently Asked Questions

The Voting Agreement's main purpose is to provide FICO's Board of Directors with a mechanism to ensure that shares held by Southeastern, if they exceed 15% of the company's outstanding stock, will be voted in alignment with the Board's recommendations. This offers a degree of predictability and stability regarding voting power for significant shareholdings.

The amendment to the Rights Agreement modifies the definition of an 'Acquiring Person' for Southeastern. Southeastern will not be considered an Acquiring Person if it owns less than 15% of FICO's stock, or if it owns between 15% and 20% and adheres to the terms of the Voting Agreement. This essentially provides Southeastern with a carve-out, allowing for a significant stake without triggering the full implications of the company's shareholder rights plan under specific circumstances.

If Southeastern's beneficial ownership of FICO's common stock surpasses 15%, the Voting Agreement obligates Southeastern to vote all shares exceeding that 15% threshold according to the recommendations of FICO's Board of Directors. If the Board makes no recommendation, Southeastern will vote those excess shares in proportion to how other stockholders vote.

This 8-K filing primarily concerns corporate governance and shareholder voting rights, not direct financial transactions or changes to FICO's financial statements. The agreements are designed to manage shareholder influence and potential corporate control dynamics, which can indirectly impact investor confidence and long-term company strategy, but there are no immediate financial reporting changes disclosed.