8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Mar 25, 2008)

Filed March 25, 2008For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on March 25, 2008, primarily to disclose compensatory arrangements for its officers. Specifically, the company granted restricted shares of common stock to key executives, including William P. Foley, II and Lee A. Kennedy, on March 20, 2008. These grants are intended to incentivize and retain talent within the company, aligning executive interests with shareholder value through long-term vesting schedules. The restricted stock awards vest in installments over a period of eight fiscal quarters, starting June 30, 2008, and concluding March 31, 2010. A key provision allows for the immediate lapse of all restrictions in the event of a change in control, with the notable exclusion of the previously announced spin-off of Lender Processing Services, Inc. This filing provides transparency into the company's executive compensation structure and its commitment to rewarding its leadership team.

Key Highlights

  • 1FIS granted restricted stock to several named officers on March 20, 2008.
  • 2The grants are part of the Certegy Inc. Stock Incentive Plan.
  • 3Restrictions on the granted shares lapse incrementally over eight fiscal quarters.
  • 4Vesting begins on June 30, 2008, and concludes on March 31, 2010.
  • 5A change in control of FIS will result in the full lapse of restrictions on these shares.
  • 6The spin-off of Lender Processing Services, Inc. is explicitly excluded as a 'change in control' event for vesting purposes.
  • 7The filing includes the Notice of Restricted Stock Grant and Award Agreement as an exhibit.

Frequently Asked Questions

The restricted stock grants are a form of executive compensation designed to incentivize and retain key officers by aligning their interests with those of the company's shareholders over the long term. The vesting schedule ties executive rewards to continued service and company performance.

The restrictions on the shares lapse in installments, with 1/8th of the total grant vesting at the end of each fiscal quarter. This process begins on June 30, 2008, and will be completed by March 31, 2010, assuming no change in control or other triggering events.

In the event of a change in control of FIS, all restrictions on the granted shares will lapse immediately, meaning the officers will become fully vested in their shares. However, the planned spin-off of Lender Processing Services, Inc. is specifically excluded from qualifying as a change in control for this purpose.

While the specific valuation of the grants is not detailed in this 8-K, restricted stock awards are a component of executive compensation and will impact future share-based compensation expenses as they vest. Investors should refer to FIS's subsequent financial filings for detailed accounting treatment and impact on earnings.