8-KShareholder Matters

FAIR ISAAC CORP 8-K Report, Shareholder Vote Results (Mar 6, 2025)

Filed March 6, 2025For Securities:FICO

Summary

Fair Isaac Corporation (FICO) has filed an 8-K report detailing the results of its 2025 Annual Meeting of Stockholders held on March 5, 2025. The meeting saw a strong turnout, with over 21.89 million shares, representing a significant portion of the total voting power, represented in person or by proxy. Key outcomes include the overwhelmingly favorable election of all Board of Directors' nominees, demonstrating continued stockholder confidence in the company's leadership. Additionally, the stockholders approved, on an advisory basis, the compensation of the named executive officers, indicating general satisfaction with the company's executive pay structure. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was also ratified by a substantial majority of votes. These results suggest a stable and supportive stockholder base for FICO's governance and financial oversight.

Key Highlights

  • 1All nominated directors were overwhelmingly elected, confirming strong shareholder support for the current Board.
  • 2Executive compensation received advisory approval from stockholders, indicating general satisfaction with pay practices.
  • 3Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2025 with strong shareholder backing.
  • 4A substantial majority of FICO's voting shares (over 21.89 million) were represented at the Annual Meeting.
  • 5The election of directors showed varying levels of support among nominees, with William J. Lansing and H. Tayloe Stansbury receiving the highest 'For' votes.
  • 6The 'Say-on-Pay' vote was approved, though with a notable percentage of 'Against' and 'Abstain' votes compared to director elections.

Frequently Asked Questions

Yes, all of the Board's nominees for director were elected. Each nominee received a significant majority of the 'For' votes, demonstrating strong stockholder confidence in the current board.

The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company's named executive officer compensation. While approved, there were a considerable number of 'Against' and 'Abstain' votes compared to the director elections.

Yes, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2025 was ratified by the stockholders with overwhelming support.

A total of 21,891,529 shares of common stock were present at the Annual Meeting, either in person or by proxy, out of 24,442,840 shares entitled to vote.