8-KShareholder Matters

FAIR ISAAC CORP 8-K Report, Shareholder Vote Results (Mar 1, 2018)

Filed March 1, 2018For Securities:FICO

Summary

This 8-K filing from Fair Isaac Corporation (FICO) reports the results of its 2018 Annual Meeting of Stockholders held on February 28, 2018. The meeting saw strong participation with over 28 million shares represented out of approximately 30 million eligible shares. Key outcomes include the overwhelming election of all director nominees, with the exception of Marc F. McMorris and Joanna Rees, who received a significant number of against votes, though they were still elected. Furthermore, stockholders approved an amendment to the Company's 2012 Long-Term Incentive Plan and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2018. Additionally, advisory approval was granted for named executive officer compensation.

Key Highlights

  • 1All director nominees were elected at the 2018 Annual Meeting of Stockholders.
  • 2An amendment to Fair Isaac Corporation's 2012 Long-Term Incentive Plan was approved by stockholders.
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2018 was ratified.
  • 4Stockholders provided advisory approval for the compensation of named executive officers.
  • 5A substantial majority of the voting shares were represented in person or by proxy at the meeting.
  • 6While elected, Marc F. McMorris and Joanna Rees received a notable number of 'Against' votes compared to other director nominees.

Frequently Asked Questions

The 2018 Annual Meeting of Stockholders saw the election of all director nominees, the approval of an amendment to the Company's 2012 Long-Term Incentive Plan, advisory approval of named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2018.

While all director nominees were elected, Marc F. McMorris and Joanna Rees received a higher proportion of 'Against' votes compared to other nominees. However, the total votes 'For' their election still significantly outweighed the 'Against' votes, and they were duly elected.

The amendment to the 2012 Long-Term Incentive Plan likely relates to modifications in the company's equity compensation structure for employees and executives. Stockholder approval is typically required for such changes to ensure alignment with corporate governance practices and shareholder interests.

No, the company's independent registered public accounting firm, Deloitte & Touche LLP, had their appointment for fiscal year 2018 ratified by the stockholders, indicating continuity in their auditing relationship.