8-KShareholder Matters

Fidelity National Information Services, Inc. 8-K Report, Shareholder Vote Results (May 29, 2013)

Filed May 29, 2013For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on May 29, 2013, detailing the results of its Annual Meeting of Stockholders. The meeting saw the overwhelming election of all nominated Class II and Class III directors, indicating strong shareholder confidence in the current board leadership and strategy. Additionally, shareholders approved key proposals, including the executive compensation plan in a non-binding advisory vote and an amendment to the 2008 Omnibus Incentive Plan, demonstrating support for the company's compensation and equity incentive structures. The ratification of KPMG LLP as the independent registered public accountants for 2013 also received broad shareholder approval. The significant number of broker non-votes across most proposals suggests that while a large portion of shares were voted, some beneficial owners did not provide voting instructions to their brokers, a common occurrence in these types of meetings.

Key Highlights

  • 1All nominated Class II and Class III directors were overwhelmingly elected to serve until their respective annual meetings in 2015 and 2014.
  • 2A non-binding advisory proposal on executive compensation was approved with a substantial majority of votes.
  • 3Shareholders approved amendments to the FIS 2008 Omnibus Incentive Plan, signaling support for the company's long-term incentive strategies.
  • 4The appointment of KPMG LLP as the independent registered public accountants for 2013 was ratified with strong shareholder backing.
  • 5The results indicate broad shareholder support for the company's board of directors and key governance and compensation-related proposals.
  • 6A consistent number of broker non-votes (approximately 25.8 million) were recorded across most of the proposals, a factor for investors to consider regarding the breadth of direct shareholder engagement.

Frequently Asked Questions

The main outcomes were the election of all nominated directors, the approval of executive compensation in an advisory vote, the approval of an amendment to the 2008 Omnibus Incentive Plan, and the ratification of KPMG LLP as the independent auditors. All these proposals received significant shareholder support.

The executive compensation proposal was approved in a non-binding advisory vote with 191,500,834 votes in favor, indicating strong shareholder endorsement of the company's executive pay structure at the time.

Broker non-votes occur when a broker holding shares in 'street name' for beneficial owners does not receive voting instructions from the owner. While a substantial number of shares were voted, the consistent broker non-votes across proposals suggest that a portion of shareholders did not directly provide voting direction, which is typical for such meetings and may reflect indirect investor sentiment or procedural reasons.

The newly elected Class II directors were Stephan A. James, Frank R. Martire, and Gary A. Norcross, elected to serve until the 2015 annual meeting. James B. Stallings, Jr. was elected as a Class III director to serve until the 2014 annual meeting. Several other directors continued their terms after the meeting.