8-KLeadership ChangesMaterial Agreements

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Oct 30, 2006)

Filed October 30, 2006For Securities:FIS

Summary

This Form 8-K filing by Fidelity National Information Services, Inc. (FIS) on October 30, 2006, primarily reports on the entry into material definitive agreements concerning executive employment. Specifically, the company has entered into three-year employment agreements with key executives, including William P. Foley, II as Executive Chairman, and Alan L. Stinson, Brent B. Bickett, and Michael L. Gravelle as Executive Vice Presidents. These agreements detail base salaries, bonus opportunities, and termination provisions, including significant severance packages in certain circumstances. Investors should note that these agreements are designed to provide stability and incentivize performance for the company's leadership during a period of potential organizational changes, including a merger with FNF. The filing also confirms the departure of no directors or principal officers, reinforcing the continuity of the management team.

Key Highlights

  • 1FIS entered into new three-year employment agreements with key executives William P. Foley, II (Executive Chairman), Alan L. Stinson (EVP, Finance), Brent B. Bickett (EVP, Strategic Planning), and Michael L. Gravelle (EVP, Legal).
  • 2William P. Foley, II's agreement includes an annual base salary of $500,000 and a bonus opportunity of up to 250% of base salary.
  • 3Other named executives have base salaries ranging from $200,000 to $300,000 with bonus opportunities between 75% and 150% of base salary.
  • 4Significant severance packages are outlined for executives in case of termination by the company without cause or by the executive for good reason, including lump-sum payments and accelerated vesting of equity.
  • 5The agreements include provisions for automatic annual extensions of the term beyond the initial three years, unless notice is given.
  • 6Importantly, the agreements explicitly state that events related to the securities exchange and distribution agreement between FNT and FNF, or the merger agreement between FNF and FIS, will NOT constitute a 'change in control' for the purpose of these employment agreements.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material definitive agreements related to the employment of key executives at Fidelity National Information Services, Inc. (FIS).

William P. Foley, II has entered into a three-year employment agreement to serve as Executive Chairman. His compensation includes a $500,000 annual base salary and a bonus opportunity of up to 250% of his base salary. The agreement also outlines specific severance benefits in the event of termination.

The employment agreements explicitly state that any event or transaction related to the FNF merger (or the FNT/FNF distribution agreement) will NOT be considered a 'change in control' under the terms of these new executive employment contracts. This is significant as it affects the trigger conditions for certain severance and benefits.

No, this filing does not report any departures of directors or principal officers. Instead, it focuses on the execution of new employment agreements for existing key executives, indicating a desire for management continuity.