8-KShareholder Matters

FAIR ISAAC CORP 8-K Report, Shareholder Vote Results (Feb 3, 2011)

Filed February 3, 2011For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K on February 3, 2011, detailing the results of its 2011 Annual Meeting of Stockholders held on February 1, 2011. The report indicates strong shareholder support for the company's board of directors, with all nominees for director being elected. Furthermore, shareholders provided advisory approval for executive officer compensation and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2011. A key outcome of the meeting was the shareholder advisory vote on the frequency of executive compensation votes, with a majority favoring an "1 Year" (annual) basis. FICO has committed to holding an advisory vote on executive compensation annually until the next such vote on frequency.

Key Highlights

  • 1All director nominees presented at the 2011 Annual Meeting were elected by a substantial majority of votes.
  • 2Shareholders provided an advisory (non-binding) approval for the company's executive officer compensation.
  • 3A majority of shareholders voted in favor of holding advisory votes on executive compensation on an annual basis.
  • 4The company has committed to an annual advisory vote on executive compensation moving forward.
  • 5The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2011 was ratified by shareholders.
  • 6A high turnout of shares entitled to vote was present at the meeting, indicating significant shareholder engagement.

Frequently Asked Questions

The main outcomes included the election of all director nominees, advisory approval of executive compensation, a shareholder vote favoring annual advisory compensation votes, and ratification of the appointment of Deloitte & Touche LLP as the independent auditor.

The advisory vote means that shareholders expressed their preference on how often they wish to vote on executive pay. FICO's shareholders favored an annual vote, and the company has agreed to hold this vote annually until the next determination of frequency.

While all proposals passed with strong majority support, there were some 'Against' votes for director nominees and executive compensation, as well as abstentions. However, these were not sufficient to prevent the passage of any agenda items.

Deloitte & Touche LLP was ratified by the stockholders as FICO's independent registered public accounting firm for fiscal year 2011.