8-KLeadership ChangesRegulation FDExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Jan 20, 2023)

Filed January 20, 2023For Securities:FIS

Summary

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.

Key Highlights

  • 1Appointment of two new independent directors, Lee Adrean and Mark D. Benjamin, to the Board of Directors.
  • 2Mr. Adrean appointed to the Audit Committee, bringing financial oversight experience.
  • 3Mr. Benjamin appointed to the Compensation Committee, aligning with executive remuneration strategy.
  • 4Mr. Benjamin's appointment is linked to a cooperation agreement with D. E. Shaw entities.
  • 5Departure of director Mark A. Ernst due to potential litigation concerning non-competition agreements.
  • 6New directors' initial restricted stock unit awards will be prorated.
  • 7Press release dated January 20, 2023, announcing these board changes is included as an exhibit.

Frequently Asked Questions

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.

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.

Lee Adrean will serve on the Audit Committee, and Mark D. Benjamin will serve on the Compensation Committee of the Board.

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.