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 24, 2023
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 |
| 1.100% 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 24, 2023. 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 2024 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 |
| Lee Adrean | 487,964,822 | 1,363,404 | 404,202 | 38,339,432 |
| Ellen R. Alemany | 471,678,754 | 17,664,520 | 389,154 | 38,339,432 |
| Mark D. Benjamin | 486,511,289 | 2,876,049 | 345,090 | 38,339,432 |
| Vijay G. D'Silva | 482,441,118 | 6,911,400 | 379,910 | 38,339,432 |
| Stephanie L. Ferris | 486,656,625 | 2,782,026 | 293,777 | 38,339,432 |
| Jeffrey A. Goldstein | 474,659,965 | 14,673,881 | 398,582 | 38,339,432 |
| Lisa A. Hook | 467,555,530 | 21,782,965 | 393,933 | 38,339,432 |
| Kenneth T. Lamneck | 475,724,683 | 13,654,371 | 353,374 | 38,339,432 |
| Gary L. Lauer | 470,111,703 | 19,277,854 | 342,871 | 38,339,432 |
| Louise M. Parent | 481,705,250 | 7,632,821 | 394,357 | 38,339,432 |
| Brian T. Shea | 485,425,272 | 3,902,247 | 404,909 | 38,339,432 |
| James B. Stallings, Jr | 477,684,065 | 11,639,037 | 409,326 | 38,339,432 |
2.The Company’s shareholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, with 447,644,511 votes for, 39,135,163 votes against, 2,952,754 abstentions and 38,339,432 broker non-votes.
3.The Company’s shareholders voted upon and approved an annual frequency vote under a nonbinding proposal on the frequency of advisory votes on executive compensation with 481,118,708 votes for annual frequency, 547,595 votes for every 2 years, 7,735,541 votes for every 3 years, and 330,584 abstentions. FIS will include a stockholder vote on the compensation of executives in its proxy materials on an annual basis until the next required vote on the frequency of shareholder votes on the compensation of executives.
4.The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023, with 513,230,484 votes for, 14,467,271 votes against and 374,105 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, 2023 | By: | /s/ Charles H. Keller | |
| Name: | Charles H. Keller | ||
| Title: | Senior Vice President, Sr. Deputy General Counsel and Corporate Secretary |