8-KMaterial AgreementsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Jul 30, 2009)

Filed July 30, 2009For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced an amendment to a previously existing agreement with the Sandell Group, an entity affiliated with Sandell Asset Management Corp. This amendment, dated July 29, 2009, primarily removes the Sandell Group's right to nominate designees to FICO's Board of Directors under specific circumstances. This change alters the governance and oversight dynamics between FICO and the Sandell Group. Specifically, the amendment eliminates the Sandell Group's ability to replace certain directors (Nick Graziano, Allan Loren, and John S. McFarlane) if they are unable to perform their duties or pass away, or if Mr. Graziano is no longer associated with the Sandell Group. This suggests a shift in the collaborative or potentially adversarial relationship that may have existed, impacting the influence the Sandell Group could exert on FICO's board composition.

Key Highlights

  • 1Amendment to an existing agreement between Fair Isaac Corporation (FICO) and the Sandell Group.
  • 2The Sandell Group's right to nominate board designees has been removed.
  • 3The amendment specifically addresses the replacement rights for directors Nick Graziano, Allan Loren, and John S. McFarlane.
  • 4The removal of replacement rights is triggered by director inability to perform, death, or, for Mr. Graziano, his dissociation from the Sandell Group.
  • 5This filing indicates a change in the governance relationship and potential influence of the Sandell Group on FICO's board.
  • 6The agreement was originally dated December 4, 2008, and this is Amendment No. 1.

Frequently Asked Questions

The primary impact is the removal of the Sandell Group's right to nominate replacement directors to FICO's Board of Directors under specific conditions. This alters the governance structure and potentially reduces the Sandell Group's direct influence on board composition.

The Sandell Group is affiliated with Sandell Asset Management Corp. Based on the agreement and its amendment, they previously held the right to designate certain individuals to FICO's Board of Directors, suggesting a prior arrangement focused on governance or oversight.

The amendment specifically affected the replacement rights for directors Nick Graziano, Allan Loren, and John S. McFarlane.

Previously, the Sandell Group could nominate a replacement director if the incumbent director was unable to perform their duties, died, or, in the specific case of Nick Graziano, was no longer associated with the Sandell Group.