8-KLeadership ChangesMaterial AgreementsRegulation FD+1

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Dec 15, 2022)

Filed December 15, 2022For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced a significant strategic agreement with D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C. (collectively, D. E. Shaw) on December 15, 2022. This Cooperation Agreement includes the appointment of a new independent director, Mark Ernst, to FIS's Board of Directors, effective December 19, 2022. Mr. Ernst will serve on the Compensation Committee and is slated for nomination at the 2023 annual meeting. D. E. Shaw has agreed to customary standstill provisions during the cooperation period, while retaining voting discretion on extraordinary transactions. In addition to the board changes, FIS also announced a leadership transition. Gary A. Norcross will depart from his roles as CEO and Chairman of the Board, effective December 16, 2022. Stephanie L. Ferris, who was previously announced as the incoming CEO, will officially assume the CEO position on December 16, 2022. Concurrently, Jeffrey A. Goldstein will become the Independent Chairman of the Board. These changes signal a strategic shift and a new leadership direction for FIS.

Key Highlights

  • 1FIS entered into a Cooperation Agreement with D. E. Shaw, a significant activist investor.
  • 2Mark Ernst has been appointed as a new independent director to the Board, effective December 19, 2022.
  • 3The new director will join the Compensation Committee and is nominated for election at the 2023 annual meeting.
  • 4D. E. Shaw has agreed to standstill restrictions for a specified cooperation period.
  • 5Gary A. Norcross is departing as CEO and Chairman of the Board, effective December 16, 2022.
  • 6Stephanie L. Ferris officially assumes the role of CEO, effective December 16, 2022.
  • 7Jeffrey A. Goldstein has been appointed as the Independent Chairman of the Board, effective December 16, 2022.

Frequently Asked Questions

FIS has entered into a Cooperation Agreement with D. E. Shaw, which involves the appointment of a new independent director to FIS's Board and customary standstill provisions from D. E. Shaw during a defined cooperation period. This suggests a collaborative approach between FIS and D. E. Shaw regarding board composition and governance.

Mark Ernst has been appointed as a new independent director to the Board, effective December 19, 2022. He will serve on the Compensation Committee and is nominated for election at the 2023 annual meeting.

Gary A. Norcross is departing as CEO and Chairman of the Board effective December 16, 2022. Stephanie L. Ferris, who was previously designated as incoming CEO, will officially assume the CEO role on December 16, 2022. Additionally, Jeffrey A. Goldstein has been appointed as the Independent Chairman of the Board, effective December 16, 2022.

Gary A. Norcross is resigning from all his positions as CEO, Chairman of the Board, and board member. He will receive separation benefits generally consistent with his employment agreement for a resignation for good reason, and has entered into a separation agreement that includes reaffirming existing and agreeing to new restrictive covenants, providing post-separation cooperation, and releasing claims.