8-KLeadership ChangesCorporate ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Jan 27, 2017)

Filed January 27, 2017For Securities:FIS

Summary

This Form 8-K filing from Fidelity National Information Services, Inc. (FIS) on January 27, 2017, primarily communicates two significant updates to investors. Firstly, it announces the upcoming retirement of two long-serving directors, William P. Foley, II and Richard N. Massey, at the 2017 Annual Meeting of Shareholders. Their decisions to not seek re-election are attributed to pursuing other business interests and are not a result of any disagreements with the company. Secondly, the filing details an amendment to FIS's Bylaws, effective January 25, 2017, to implement a 'proxy access' provision. This new bylaw allows eligible long-term shareholders (owning 3% or more for at least three years) to nominate director candidates for inclusion in the company's proxy materials, subject to specific ownership and nominee requirements. This move reflects a commitment to enhancing shareholder engagement and director accountability.

Key Highlights

  • 1Two directors, William P. Foley, II and Richard N. Massey, will retire from the Board at the 2017 Annual Meeting.
  • 2Director departures are due to personal business interests and not due to disagreements with the company.
  • 3FIS has adopted a 'proxy access' bylaw, allowing eligible shareholders to nominate directors.
  • 4The proxy access bylaw requires a 3% ownership stake held continuously for at least three years.
  • 5Shareholders can nominate up to two directors or 20% of the Board, whichever is greater.
  • 6The Amended and Restated Bylaws include conforming and minor clarifying changes related to proxy access.

Frequently Asked Questions

William P. Foley, II and Richard N. Massey are retiring from the Board due to their intention to pursue other business interests. The filing explicitly states that their decisions are not a result of any disagreements with the Board or the Corporation on matters related to operations, policies, or practices.

Proxy access is a bylaw provision that allows certain eligible shareholders to nominate director candidates and have those nominations included in the company's proxy materials for annual meetings. This enhances shareholder rights by providing a mechanism to put forward alternative director candidates without the need for a full proxy contest.

To utilize the proxy access provision, a shareholder, or a group of up to 20 shareholders, must collectively own 3% or more of the Corporation's outstanding common stock continuously for at least three years. Additionally, both the shareholder(s) and the nominee(s) must meet specific requirements outlined in Section 2.12 of the Amended and Restated Bylaws.

Under the new proxy access bylaw, eligible shareholders can nominate candidates for up to the greater of two directors or 20% of the number of directors then serving on the Board.