8-KShareholder Matters

Fidelity National Information Services, Inc. 8-K Report, Shareholder Vote Results (May 23, 2019)

Filed May 23, 2019For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) reported the results of its 2019 Annual Meeting of Shareholders held on May 22, 2019. The key takeaway for investors is the strong shareholder support for the company's leadership and governance. All nominated directors were overwhelmingly elected, indicating confidence in the current board's direction. Additionally, shareholders provided advisory approval for executive compensation and ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2019. While the filing primarily concerns routine annual meeting matters, the high affirmative vote percentages across all proposals demonstrate broad shareholder alignment. This generally suggests a stable and predictable operating environment from a governance perspective, which is a positive signal for current and potential investors assessing the company's stability and management's accountability.

Key Highlights

  • 1All nominated directors were overwhelmingly elected to serve until the 2020 Annual Meeting of Shareholders.
  • 2Shareholders provided advisory approval for the compensation of named executive officers with a significant majority of votes in favor.
  • 3The appointment of KPMG LLP as the independent registered public accounting firm for 2019 was ratified with substantial shareholder approval.
  • 4The substantial 'broker non-votes' (over 20 million for each proposal) indicate a significant number of shares held by brokers whose clients did not provide voting instructions, a common occurrence in annual meetings.
  • 5Each director nominee received a very high percentage of 'For' votes, with minimal 'Against' votes, reflecting strong board support.
  • 6The advisory vote on executive compensation, while approved, saw a higher proportion of 'Against' votes and abstentions compared to director elections and auditor ratification.

Frequently Asked Questions

The main outcomes include the election of all nominated directors, advisory approval of executive compensation, and the ratification of KPMG LLP as the independent auditor for 2019. All these matters were approved by the shareholders.

Shareholders overwhelmingly voted 'For' the election of all nominated directors. For example, Ellen R. Alemany received over 266 million 'For' votes, with very few 'Against' votes, indicating strong confidence in the board.

The advisory vote on executive compensation, often called a 'say-on-pay' vote, is non-binding. It allows shareholders to voice their opinion on the company's compensation practices for its top executives. While approved, it is an important indicator of shareholder sentiment regarding executive pay.

'Broker non-votes' occur when a broker holding shares in 'street name' for a client does not receive voting instructions from the client for a particular proposal. These shares are not counted as 'For' or 'Against' the proposal but indicate that the beneficial owner did not direct their vote, which is common for routine matters like director elections and auditor ratification.