01—Abstract
Summary
Summary of the 8-K filed January 20, 2023. Cited figures are marked; the original filing is the authoritative source.
Fidelity National Information Services, Inc. (FIS) has filed an 8-K report detailing changes to its Board of Directors.
Notably, the company announced the appointment of two new independent directors, Lee Adrean and Mark D. Benjamin, effective January 20, 2023. Mr. Adrean will join the Audit Committee, and Mr. Benjamin will be a member of the Compensation Committee.
These appointments are intended to strengthen the board's expertise and oversight, with Mr. Benjamin's appointment being part of a cooperation agreement with D. E. Shaw entities.
Concurrently, the report discloses the departure of director Mark A. Ernst, effective January 13, 2023.
Mr. Ernst resigned due to potential litigation arising from non-competition agreements with a former employer. The company has also attached a press release as an exhibit, further elaborating on these board changes and related matters.
02—Key points
Key Highlights
- Appointment of two new independent directors, Lee Adrean and Mark D. Benjamin, to the Board of Directors.
- Mr. Adrean appointed to the Audit Committee, bringing financial oversight experience.
- Mr. Benjamin appointed to the Compensation Committee, aligning with executive remuneration strategy.
- Mr. Benjamin's appointment is linked to a cooperation agreement with D. E. Shaw entities.
- Departure of director Mark A. Ernst due to potential litigation concerning non-competition agreements.
- New directors' initial restricted stock unit awards will be prorated.
- Press release dated January 20, 2023, announcing these board changes is included as an exhibit.
03—Questions
Frequently Asked Questions
Who are the new directors appointed to the FIS Board?
Lee Adrean and Mark D. Benjamin have been appointed as new directors to the FIS Board, effective January 20, 2023. Both have been determined to be independent directors.
Why did Mark A. Ernst resign from the Board?
Mark A. Ernst resigned from the Board because a former employer asserted that his service on the Board would violate certain non-competition agreements. He stepped down to avoid potential litigation.
What committees will the new directors serve on?
Lee Adrean will serve on the Audit Committee, and Mark D. Benjamin will serve on the Compensation Committee of the Board.
Is Mr. Benjamin's appointment related to any external agreements?
Yes, Mr. Benjamin's appointment as a director is pursuant to the terms of a cooperation agreement dated December 14, 2022, between FIS and D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C.
04—Continue