8-KEarnings & ResultsLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Financial Results (Oct 19, 2022)

Filed October 19, 2022For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on October 19, 2022, announcing significant leadership transitions and providing preliminary financial results for the third quarter of 2022. Gary A. Norcross will step down as CEO on December 31, 2022, and assume the role of Executive Chairman. Stephanie L. Ferris, currently President, will be appointed CEO and join the Board of Directors, effective January 1, 2023. The filing also includes preliminary Q3 2022 financial results, which should be viewed with caution as they are subject to revision. Investors should note the leadership changes signal a planned succession. The preliminary financial results, while not final, offer an early look at the company's performance in the most recent quarter. The accompanying press release details the terms of the new employment agreements for Mr. Norcross in his Executive Chairman role and Ms. Ferris as the incoming CEO, including their compensation and severance packages. These executive arrangements appear designed to ensure a smooth transition and retain experienced leadership.

Key Highlights

  • 1Gary A. Norcross to transition from CEO to Executive Chairman effective January 1, 2023.
  • 2Stephanie L. Ferris appointed President and CEO, effective January 1, 2023, and joins the Board of Directors.
  • 3The company provided preliminary financial results for the third quarter ended September 30, 2022, noting these are subject to revision.
  • 4New employment agreements detail compensation and severance for both Mr. Norcross (Executive Chairman) and Ms. Ferris (CEO).
  • 5Mr. Norcross's new role includes a one-year term with an $800,000 salary and 150% target bonus, plus a $10 million RSU grant.
  • 6Ms. Ferris's CEO role includes a three-year initial term with a $1,000,000 salary and 200% target bonus, plus a significant equity grant.
  • 7The filing emphasizes that preliminary financial information is not final and should be treated with caution.

Frequently Asked Questions

Gary A. Norcross will step down as CEO on December 31, 2022, and become Executive Chairman starting January 1, 2023. Stephanie L. Ferris, currently President, will assume the role of CEO and join the Board of Directors, also effective January 1, 2023.

The 8-K includes preliminary financial results for the third quarter ended September 30, 2022. However, investors are cautioned that these results are estimates and subject to revision as the company completes its financial closing procedures.

Mr. Norcross's Executive Chairman agreement includes a one-year term, $800,000 base salary, a 150% target bonus, and a $10 million restricted stock unit grant. Ms. Ferris's CEO agreement features a three-year initial term, $1,000,000 base salary, a 200% target bonus, and a significant equity grant valued at approximately $12 million annually.

The preliminary financial information is being 'furnished' rather than 'filed.' This means it is not subject to the same liability provisions under Section 18 of the Securities Exchange Act of 1934, and it will not be automatically incorporated into future SEC filings. Investors should exercise caution and understand these are preliminary estimates.