8-KShareholder Matters

Fidelity National Information Services, Inc. 8-K Report, Shareholder Vote Results (May 29, 2020)

Filed May 29, 2020For Securities:FIS

Summary

This 8-K filing reports on the outcomes of Fidelity National Information Services, Inc.'s (FIS) Annual Meeting of Shareholders held on May 28, 2020. Key takeaways for investors include the overwhelming approval of all nominated directors for election to the board, indicating strong shareholder confidence in the current leadership. Additionally, the shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2020, a routine but important procedural vote. However, a significant point of concern for investors is the advisory vote on executive compensation, which was not approved by the shareholders. This disapproval suggests a disconnect between the compensation awarded to named executive officers and shareholder sentiment, which warrants further attention and potential future action from the company's board and management.

Key Highlights

  • 1All nominated directors were overwhelmingly elected to serve until the 2021 Annual Meeting of Shareholders.
  • 2Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2020.
  • 3The advisory vote on the compensation of named executive officers was *not* approved by shareholders.
  • 4There were substantial 'against' votes on executive compensation, exceeding 'for' votes.
  • 5A significant number of broker non-votes were recorded for all proposals, indicating a portion of shares held in 'street name' did not have voting instructions.
  • 6Director elections saw very high 'for' vote percentages, with millions of votes cast.
  • 7The ratification of the independent auditor received strong majority approval.

Frequently Asked Questions

All nominated directors were overwhelmingly elected to serve until the 2021 Annual Meeting of Shareholders. The 'for' votes for each nominee significantly outnumbered 'against' and abstention votes, with millions of shares supporting their re-election.

No, on an advisory and non-binding basis, shareholders did *not* approve the compensation of the Company’s named executive officers. The 'against' votes (275,112,939) exceeded the 'for' votes (230,826,660).

Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020. This proposal received strong support from the shareholders.

Broker non-votes occur when a broker holding shares in 'street name' for a client does not receive voting instructions from the client and therefore cannot vote those shares on a particular proposal. While not counted for or against a proposal, a high number of broker non-votes can sometimes indicate a lack of strong shareholder engagement or potential areas of shareholder concern, especially if they are concentrated on specific proposals.