8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Dec 10, 2012)

Filed December 10, 2012For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced on December 10, 2012, the upcoming retirement of its Corporate Executive Vice President and Chief Financial Officer, Michael D. Hayford, effective June 28, 2013. This retirement will follow an orderly transition period. The announcement provides details on the financial and equity arrangements for Mr. Hayford upon his departure, which are subject to a Separation, Non-Competition and Release Agreement.

Key Highlights

  • 1Michael D. Hayford, CFO, to retire on June 28, 2013, after a transition period.
  • 2Mr. Hayford will receive a lump sum cash payment of $6,336,000 upon retirement.
  • 3A pro-rated 2013 bonus will be paid, based on a target of $937,500.
  • 436 months of COBRA premium payments will be covered by the Company.
  • 5All vested and unvested stock options (1,627,555 shares) will remain exercisable for three years post-retirement.
  • 6Restricted stock awards from 2010 and 2011 (155,185 shares) will fully vest on the effective date of retirement.
  • 7Restricted stock awards from 2012 (98,311 shares) will vest in Q1 2014, contingent on 2013 performance metrics.
  • 8A non-competition agreement for two years following retirement is part of the separation terms.

Frequently Asked Questions

This 8-K filing primarily announces the planned retirement of Michael D. Hayford, the Company's Chief Financial Officer, and details the financial and equity arrangements associated with his departure.

Mr. Hayford is set to receive a lump sum cash payment of $6,336,000, a pro-rated 2013 bonus, and 36 months of COBRA premium coverage. Additionally, certain stock options and restricted stock awards will vest or remain exercisable.

Yes, Mr. Hayford's departure is subject to an orderly transition and the terms of a Separation, Non-Competition and Release Agreement. Some restricted stock awards are contingent on the company achieving specific performance metrics in 2013.

Mr. Hayford has agreed to a non-competition clause for two years following his retirement date of June 28, 2013.