Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2022, Fidelity National Information Services, Inc. ("FIS" or the
"Company") entered into a Cooperation Agreement (the "Agreement") with D. E.
Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C.,
affiliates of D. E. Shaw & Co., L.P. (collectively, "D. E. Shaw").
Pursuant to the Agreement, the Board of Directors of the Company (the "Board")
has appointed Mark Ernst (the "New Director") as a member of the Board effective
December 19, 2022, with an initial term expiring at the Company's 2023 annual
meeting of shareholders (the "2023 Annual Meeting"), and will nominate the New
Director for election as a director of the Company at the 2023 Annual Meeting,
with term expiring at the Company's 2024 annual meeting of stockholders (the
"2024 Annual Meeting"). The New Director will join the Compensation Committee of
the Board. Under the terms of the Agreement, D. E. Shaw has agreed to abide by
customary standstill restrictions (subject to certain exceptions set forth
therein from the date of the Agreement until the date that is thirty
(30) calendar days prior to the notice deadline under the Company's Fifth
Amended and Restated Bylaws for the nomination by shareholders
of non-proxy access director candidates for election to the Board at the 2024
Annual Meeting (such period, the "Cooperation Period"). Such standstill
restrictions are as set forth in the Agreement.
Under the Agreement, D. E. Shaw has also agreed to the voting commitments set
forth in the Agreement, with D. E. Shaw able to vote in its sole discretion on
any proposal with respect to an extraordinary transaction (as defined in the
Agreement).
The foregoing description is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 5.02 by reference.
Director Appointments
Pursuant to the Cooperation Agreement, effective December 19, 2022, the New
Director was appointed to the Board, with an initial term expiring at the 2023
Annual Meeting. The Board has affirmatively determined that the 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").
The 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, 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 the New Director will be prorated based on the number of
days remaining until the 2023 annual meeting of shareholders of the Company.
The New Director will serve on the Compensation Committee of the Board. There
are no arrangements or understandings between the New Director and any other
person pursuant to which the New Director was appointed as a director other than
with respect to the matters referred to in Item 1.01. At this time, there are no
transactions in which any of the 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 the Chief Executive Officer and Chairman of the Board
On December 15, 2022, the Company announced that Gary A. Norcross will depart as
Chief Executive Officer of the Company, as Chairman of the Board, as a member of
Board and as a member of the Executive Committee of the Board, effective
December 16, 2022. The Board has determined to implement an independent Board
Chairman structure instead of appointing Mr. Norcross as Executive Chairman on
January 1, 2023, as contemplated
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by his amended and restated employment agreement with the Company, dated
October 17, 2022. As a result, Mr. Norcross would have been entitled to resign
his employment with the Company for good reason under his employment agreement.
In order to ensure a smooth transition, the Company and Mr. Norcross entered
into a separation agreement pursuant to which Mr. Norcross agreed to resign from
all of his positions with the Company and its affiliates, effective December 16,
2022, to re-affirm his existing restrictive covenants with the Company that
survive his termination of employment and commit to certain new restrictive
covenants concerning return of property and nondisparagement, to provide
post-separation cooperation (including transition support) and to execute a
release of claims in favor of the Company and its affiliates (including a waiver
of any claims to the restricted stock unit award that was to be granted to him
in 2022 in connection with his transition to Executive Chairman). In
consideration for the foregoing agreements, Mr. Norcross will receive separation
benefits generally consistent with those contemplated by his existing employment
agreement upon a resignation for good reason, as described in the 2022 Proxy
Statement, as well as continued administrative support until December 31, 2024
and, in response to certain threats made against Mr. Norcross, continued
security monitoring and security until December 31, 2023.
Appointment of New Chief Executive Officer and Independent Chairman of the Board
On December 15, 2022, the Company announced that Stephanie L. Ferris, President
and incoming Chief Executive Officer of the Company, and a member of the Board,
has been appointed as Chief Executive Officer of the Company effective
December 16, 2022. The information set forth under Item 5.02 of the Company's
Current Report on Form 8-K, filed with the U.S. Securities and Exchange
Commission on February 8, 2022, is incorporated by reference in its entirety
herein. None of the entities where Ms. Ferris carried out her principal
occupations or employment during the past five (5) years was an affiliate of the
Company; Ms. Ferris served as Chief Financial Officer of Worldpay, Inc. prior to
the effective time of its acquisition by the Company on July 31, 2019.
Ms. Ferris has served as President of the Company since February 8, 2022. On
October 18, 2022, the Company announced that Ms. Ferris was appointed to the
Board, effective October 18, 2022, and was selected as incoming Chief Executive
Officer to succeed Mr. Norcross. The information set forth in paragraphs three
through six under Item 5.02 of the Company's Current Report on Form 8-K, filed
with the U.S. Securities and Exchange Commission on October 19, 2022, is
incorporated by reference in its entirety herein, except that Ms. Ferris's
appointment as Chief Executive Officer and the effective date of her amended and
restated employment agreement providing for her appointment as Chief Executive
Officer, are amended to be December 16, 2022.
Also on December 15, 2022, the Company announced that Jeffrey A. Goldstein, Lead
Independent Director of the Company and a member of the Board, has been
appointed as Independent Chairman of the Board effective December 16, 2022.
Item 7.01. Regulation FD Disclosure.
On December 15 2022, the Company issued a press release announcing the Company's
entry into the Cooperation Agreement and related matters described in Item 1.01
and Item 5.02, as well as a press release announcing the Company's leadership
transition and related matters described in Item 5.02. A copy of each press
release is attached as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Cooperation Agreement, dated as of December 14, 2022, by and among
the Company and D. E. Shaw.
99.1 Press release issued by the Company on December 15, 2022 announcing
comprehensive assessment.
99.2 Press release issued by the Company on December 15, 2022 announcing
leadership transition.
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