8-KMaterial Agreements

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Jan 25, 2006)

Filed January 25, 2006For Securities:FIS

Summary

This Form 8-K filing from Certegy Inc., dated January 25, 2006, primarily addresses the implications of an impending "change in control" event for its Annual Incentive Plan, triggered by a merger agreement with Fidelity National Information Services, Inc. (FIS) originally dated September 14, 2005. The Compensation Committee of Certegy's Board of Directors has approved bonus awards for participants under this plan, including executive officers. These bonuses are calculated based on a prorated amount of the greater of the target award or projected results for the year of the merger, up to the effective date of the change in control. These approved bonuses are contingent upon the successful completion of the merger with FIS. In addition to the change-in-control bonuses, the Compensation Committee also authorized the payment of 2005 fiscal year bonuses, based on the company's achievement of previously reported objectives, pending final confirmation through the annual audit process. This filing provides clarity on executive compensation arrangements related to the significant corporate transaction.

Key Highlights

  • 1Certegy Inc. is filing an 8-K to disclose material definitive agreements related to a change in control.
  • 2The change in control is due to a merger agreement with Fidelity National Information Services, Inc. (FIS), originally dated September 14, 2005.
  • 3The company's Annual Incentive Plan defines the merger as a "change in control" event.
  • 4Certegy's Compensation Committee approved bonus awards under the Annual Incentive Plan for executive officers and other participants, contingent on the merger's completion.
  • 5These bonuses are prorated based on target awards or projected results for the year of the merger.
  • 6The Compensation Committee also approved 2005 fiscal year bonuses, dependent on company performance objectives and audit confirmation.
  • 7The filing clarifies compensation adjustments tied to the acquisition by FIS.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to disclose material definitive agreements related to a change in control event, specifically the merger between Certegy Inc. and Fidelity National Information Services, Inc. (FIS). It also details the implications of this merger on executive and employee incentive compensation plans.

The merger is considered a 'change in control' under Certegy's Annual Incentive Plan. Consequently, participants, including executive officers, are entitled to receive a prorated bonus award for the year of the merger. This bonus is calculated as the greater of their target award or projected results, prorated up to the merger's effective date. Payment is contingent on the merger's completion.

Yes, in addition to the change-in-control bonuses, the Compensation Committee also approved the payment of bonuses for the 2005 fiscal year. These bonuses are based on Certegy's achievement of previously reported performance objectives and are subject to confirmation through the annual auditing process.

This filing does not specify the exact expected completion date of the merger. It mentions that the bonuses are prorated through the 'anticipated effective date of the merger,' suggesting it was planned for the near future relative to the filing date of January 25, 2006.