8-KLeadership Changes

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Nov 1, 2016)

Filed November 1, 2016For Securities:FIS

Summary

This 8-K filing details a planned succession for Fidelity National Information Services, Inc. (FIS) concerning its former CEO and Executive Chair, Frank R. Martire. Effective December 31, 2016, Mr. Martire will transition out of his executive role and, commencing January 1, 2017, will assume the position of non-Executive Chair of the Board. This transition is structured as an orderly succession with Board approval. Under the terms of his separation, Mr. Martire will receive compensation and benefits consistent with a termination without cause, including the full vesting of his unvested equity awards. In return, he has released the Company from potential employment-related claims and agreed to a one-year non-compete clause. As non-Executive Chair, Mr. Martire is expected to receive a minimum of $1 million annually in combined cash and equity compensation, participate in the SunGard Synergy Bonus Program, and receive health insurance reimbursement, ensuring continued strategic guidance while allowing for a new executive leadership team to emerge.

Key Highlights

  • 1Frank R. Martire transitioning from Executive Chair to non-Executive Chair of the Board, effective January 1, 2017.
  • 2Planned and orderly succession process approved by the Board of Directors.
  • 3Mr. Martire's employment agreement terminates effective December 31, 2016.
  • 4Mr. Martire to receive compensation and benefits as if terminated without cause, including full vesting of unvested equity awards.
  • 5Mr. Martire agrees to a one-year non-compete clause.
  • 6As non-Executive Chair, Mr. Martire will receive at least $1 million annually in cash and equity.
  • 7Continued participation in the SunGard Synergy Bonus Program and health insurance reimbursement for Mr. Martire in his new role.

Frequently Asked Questions

The primary change is the transition of Frank R. Martire from his role as Executive Chair to non-Executive Chair of the Board of Directors, effective January 1, 2017. His employment as CEO also concludes at the end of 2016.

Mr. Martire will receive compensation and benefits consistent with a termination without cause under his employment agreement. This includes the full vesting of all his unvested equity awards and continued participation in certain bonus programs and health insurance benefits.

Mr. Martire will serve as non-Executive Chair, with an initial term until the 2017 Annual Meeting, and potentially subsequent one-year terms if re-elected. He will receive a minimum of $1 million annually in combined cash and equity compensation, and is entitled to participate in the SunGard Synergy Bonus Program and health insurance reimbursement.

Yes, Mr. Martire has agreed to a one-year non-compete clause as part of his Severance Agreement and Release.