8-K
Fidelity National Information Services, Inc. (FIS)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 25, 2022
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
| Georgia | 37-1490331 |
|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 438-6000
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
|---|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Trading | Name of each exchange | |
| Title of each class | Symbol(s) | on which registered |
| Common Stock, par value $0.01 per share | FIS | New York Stock Exchange |
| 1.700% Senior Notes due 2022 | FIS22B | New York Stock Exchange |
| 0.125% Senior Notes due 2022 | FIS22C | New York Stock Exchange |
| 0.750% Senior Notes due 2023 | FIS23A | New York Stock Exchange |
| 1.100% Senior Notes due 2024 | FIS24A | New York Stock Exchange |
| 0.625% Senior Notes due 2025 | FIS25B | New York Stock Exchange |
| 1.500% Senior Notes due 2027 | FIS27 | New York Stock Exchange |
| 1.000% Senior Notes due 2028 | FIS28 | New York Stock Exchange |
| 2.250% Senior Notes due 2029 | FIS29 | New York Stock Exchange |
| 2.000% Senior Notes due 2030 | FIS30 | New York Stock Exchange |
| 3.360% Senior Notes due 2031 | FIS31 | New York Stock Exchange |
| 2.950% Senior Notes due 2039 | FIS39 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 25, 2022. At the Annual Meeting, the shareholders of the Company voted on the following matters submitted to them for consideration:
1.The Company’s shareholders elected all persons nominated as directors to serve until the Company’s 2023 Annual Meeting of Shareholders, as set forth in the Proxy Statement, with the following voting results:
| Votes | Votes | Broker | ||
|---|---|---|---|---|
| Nominee | “For” | "Against" | Abstentions | Non-Votes |
| Ellen R. Alemany | 449,273,601 | 78,273,468 | 266,618 | 24,546,851 |
| Vijay D'Silva | 526,828,226 | 710,191 | 275,270 | 24,546,851 |
| Jeffrey A. Goldstein | 519,928,888 | 7,604,203 | 280,596 | 24,546,851 |
| Lisa A. Hook | 522,012,235 | 5,537,416 | 264,036 | 24,546,851 |
| Keith W. Hughes | 458,622,362 | 68,893,440 | 297,885 | 24,546,851 |
| Kenneth T. Lamneck | 517,834,857 | 9,698,574 | 280,256 | 24,546,851 |
| Gary L. Lauer | 508,473,985 | 19,063,643 | 276,059 | 24,546,851 |
| Gary A. Norcross | 504,634,952 | 21,246,009 | 1,932,726 | 24,546,851 |
| Louise M. Parent | 516,462,652 | 11,083,957 | 267,078 | 24,546,851 |
| Brian T. Shea | 514,497,973 | 13,037,868 | 277,846 | 24,546,851 |
| James B. Stallings, Jr | 518,987,504 | 8,550,269 | 275,914 | 24,546,851 |
| Jeffrey E. Stiefler | 508,286,767 | 18,886,147 | 640,773 | 24,546,851 |
2.The Company’s shareholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, with 339,208,725 votes for, 187,005,564 votes against, 1,599,398 abstentions and 24,546,851 broker non-votes.
3.The Company’s shareholders voted upon and approved the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan, with 500,876,700 votes for, 25,074,409 votes against, 1,862,578 abstentions and 24,546,851 broker non-votes.
4.The Company’s shareholders voted upon and approved the Fidelity National Information Services, Inc. Employee Stock Purchase Plan, with 505,249,210 votes for, 20,854,480 votes against, 1,709,997 abstentions and 24,546,851 broker non-votes.
5.The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022, with 544,148,750 votes for, 7,929,700 votes against and 282,088 abstentions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fidelity National Information Services, Inc. | |||
|---|---|---|---|
| Date: May 26, 2022 | By: | /s/ Charles H. Keller | |
| Name: | Charles H. Keller | ||
| Title: | Senior Vice President, Sr. Deputy General Counsel and Corporate Secretary |