8-KCorporate ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Bylaw Amendment (Jan 28, 2011)

Filed January 28, 2011For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on January 28, 2011, reporting a significant change in its corporate governance. Effective January 26, 2011, the company's Board of Directors approved amendments to its Bylaws to implement a majority voting standard for the election of directors in non-contested elections. This change shifts the requirement from a plurality of votes to a majority of votes cast for a director nominee to be elected. This move towards majority voting is a key governance reform that provides shareholders with a more direct say in director elections. In conjunction with this change, FIS has established a Majority Voting Policy. This policy mandates that incumbent directors must submit an irrevocable resignation if they do not receive a majority of the votes cast in an uncontested election. The Board of Directors will then review and decide whether to accept this resignation, offering a mechanism to hold directors accountable to shareholders.

Key Highlights

  • 1FIS adopted a majority voting standard for director elections in non-contested situations.
  • 2Under the new policy, director nominees must receive more 'for' votes than 'against' votes to be elected.
  • 3The change from plurality to majority voting gives shareholders more power in electing board members.
  • 4An incumbent director failing to achieve a majority vote in an uncontested election must submit an irrevocable resignation.
  • 5The Board of Directors will review and decide on accepting the resignation of a director who fails to receive majority support.
  • 6This governance change enhances director accountability to shareholders.
  • 7The amendment affects Article Two of the company's Amended and Restated Bylaws.

Frequently Asked Questions

The primary change is the adoption of a majority voting standard for the election of directors in non-contested elections. Previously, directors needed only a plurality of votes cast, but now they require a majority of the votes cast to be elected.

Under the new policy, an incumbent director who does not receive a majority of the votes cast in an uncontested election must submit an irrevocable resignation. The Board of Directors will then decide whether to accept this resignation.

This change empowers shareholders by giving them a more direct and meaningful vote in director elections. It enhances director accountability, as directors must now secure majority support to retain their positions in uncontested elections.

No, the majority voting standard applies only to non-contested elections. In contested elections, where the number of nominees exceeds the number of board positions, the vote standard will continue to be a plurality of votes cast.