8-KShareholder MattersCorporate ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Bylaw Amendment (Mar 5, 2026)

Filed March 5, 2026For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K on March 5, 2026, detailing outcomes from its March 4, 2026, Annual Meeting of Stockholders. Key among these was the approval of amendments to the Company's Restated Certificate of Incorporation. These amendments include provisions for exculpating officers as permitted by Delaware law and the elimination of a supermajority voting requirement (66-2/3%) for amending Article 6 of the charter. These changes are effective as of March 4, 2026, upon filing with the Delaware Secretary of State. In addition to the charter amendments, stockholders also re-elected all Board of Directors' nominees and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026. An advisory vote on executive compensation also passed. The filing provides specific vote counts for each proposal, indicating strong stockholder support for the board's slate of directors, the auditor ratification, and the charter amendments, with a significant majority voting in favor of these measures. The approved charter amendments aim to enhance corporate governance and streamline certain decision-making processes.

Key Highlights

  • 1Stockholders approved amendments to the Certificate of Incorporation to allow for officer exculpation under Delaware law.
  • 2A supermajority (66-2/3%) voting requirement to amend Article 6 of the Certificate of Incorporation was eliminated.
  • 3All Board of Directors' nominees were successfully re-elected at the Annual Meeting.
  • 4The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 was ratified.
  • 5An advisory vote on the Company's named executive officer compensation was approved by stockholders.
  • 6The charter amendments became effective on March 4, 2026, with updated filings made with the Delaware Secretary of State.
  • 7A substantial majority of shares voted in favor of the approved charter amendments and director elections.

Frequently Asked Questions

The most significant changes approved for FICO's corporate charter are the inclusion of provisions allowing for the exculpation of officers, as permitted by Delaware law, and the elimination of a supermajority voting threshold (66-2/3%) previously required to amend Article 6 of the charter. These changes aim to align with modern corporate governance practices and potentially streamline certain amendment processes.

At the Annual Meeting, 21,251,277 out of 23,765,456 shares of common stock were present in person or by proxy. Both charter amendments received strong support, with the officer exculpation amendment passing with approximately 18.4 million 'For' votes, and the elimination of the supermajority requirement passing with approximately 19.5 million 'For' votes.

No, there were no changes to the Board of Directors. All of the Board's nominees for director were successfully re-elected at the Annual Meeting. Additionally, stockholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2026.

The approval of officer exculpation means that, within the bounds permitted by Delaware law, officers may be shielded from personal liability for monetary damages in certain direct lawsuits stemming from breaches of fiduciary duty. This is a common provision in Delaware corporations and is intended to attract and retain qualified officers by reducing their personal risk, without impacting the company's potential for recovery or stockholder rights in cases of intentional misconduct or bad faith.