Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Appointments
On January 20, 2023, Fidelity National Information Services, Inc. (the
"Company") announced that Lee Adrean and Mark D. Benjamin (each a "New
Director") were appointed to the board of directors of the Company (the
"Board"), effective as of January 20, 2023, each with an initial term expiring
at the 2023 annual meeting of shareholders (the "2023 Annual Meeting"). The
Board has affirmatively determined that each New Director is "independent" under
the rules of the New York Stock Exchange and the rules and regulations of the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").
Each New Director will receive compensation consistent with that received by the
Company's other non-employee directors, as described in the Company's proxy
statement on Schedule 14A for the 2022 annual meeting of shareholders, as filed
with the U.S. Securities and Exchange Commission on April 15, 2022, and as
revised on May 16, 2022 (the "2022 Proxy Statement"), provided that the initial
award of restricted stock units granted to each New Director will be prorated.
Mr. Adrean will serve on the Audit Committee of the Board and Mr. Benjamin will
serve on the Compensation Committee of the Board. There are no arrangements or
understandings between any New Director and any other person pursuant to which
such New Director was appointed as a director (except as set forth below with
respect to Mr. Benjamin). At this time, there are no transactions in which any
New Director has or will have an interest that would be required to be disclosed
pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Departure of Mark A. Ernst from the Board
On January 13, 2023, Mark A. Ernst, a director on the Board, notified the
Company of his resignation from the Board after a former employer of his
asserted to Mr. Ernst that his service on the Board would violate certain
non-competition agreements between him and his former employer. Mr. Ernst
advised the Company that he is stepping down from the Board in order to avoid
the distraction and expense of a potential litigation.
In connection with Mr. Ernst's resignation, as described above, the Board has
appointed Mr. Benjamin as a mutually agreed replacement director, pursuant to
the terms of that certain cooperation agreement, dated as of December 14, 2022,
between the Company, D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence
Portfolios, L.L.C., entities within the D. E. Shaw group.
Item 7.01. Regulation FD Disclosure.
On January 20, 2023, the Company issued a press release announcing the
appointment of the New Directors to the Board and related matters described in
Item 5.02. A copy of the press release is attached as Exhibit 99.1.
The information included in Item 7.01 of this report (including the press
release attached hereto as Exhibit 99.1) is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that Section. The information in this Item 7.01
shall not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release, dated January 20, 2023, announcing the appointment of
the New Directors to the Board.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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