8-KShareholder Matters

Fidelity National Information Services, Inc. 8-K Report, Shareholder Vote Results (Jul 24, 2019)

Filed July 24, 2019For Securities:FIS

Summary

This 8-K filing from Fidelity National Information Services (FIS) on July 24, 2019, announces the crucial outcome of a special shareholder meeting: the approval of the proposed business combination with Worldpay. The overwhelming shareholder support for the FIS share issuance proposal and the amendment to increase authorized shares signals a significant step forward in executing this transformative merger. Investors should note that the strong vote of confidence from FIS shareholders in favor of these proposals indicates a high degree of alignment with the company's strategic direction and its anticipated growth trajectory post-merger. The approval of the share issuance proposal is directly tied to the consummation of the merger with Worldpay, while the amendment to the articles of incorporation allows for the necessary share capital to facilitate this transaction. The filing confirms a quorum was met, with a substantial majority of outstanding shares represented, further underscoring the validity and significance of the shareholder vote. This development is a key catalyst for the anticipated integration and expected synergies between FIS and Worldpay.

Key Highlights

  • 1FIS shareholders overwhelmingly approved the issuance of common stock for the proposed merger with Worldpay.
  • 2Shareholders also approved an amendment to increase FIS's authorized common stock from 600,000,000 to 750,000,000 shares.
  • 3The approvals are contingent upon and effective immediately prior to the consummation of the Worldpay merger.
  • 4A quorum was established at the special meeting, with 274,689,811 out of 323,837,984 outstanding shares represented.
  • 5The FIS share issuance proposal received 274,098,767 votes in favor, indicating strong shareholder backing for the merger.
  • 6The FIS articles amendment proposal also saw significant shareholder support with 273,389,971 votes in favor.
  • 7The proposal to adjourn the meeting was deemed unnecessary due to sufficient votes to approve the key merger-related proposals.

Frequently Asked Questions

The main purpose of the special shareholder meeting was for FIS shareholders to vote on and approve key proposals necessary for the proposed business combination of Fidelity National Information Services (FIS) and Worldpay.

Yes, FIS shareholders voted to approve the issuance of common stock in connection with the merger with Worldpay. They also approved an amendment to increase the authorized shares of FIS's common stock, both of which are critical steps for the merger's completion.

The FIS share issuance proposal received approximately 99.71% of the votes cast in favor (274,098,767 out of 274,689,811 total votes). The FIS articles amendment proposal received approximately 99.71% of the votes cast in favor as well.

The approval of the FIS share issuance and the amendment to the articles of incorporation are effective only immediately prior to the consummation of the merger with Worldpay.