Item 2.02. Results of Operations and Financial Condition



On October 18, 2022, Fidelity National Information Services, Inc. issued a press
release which included preliminary estimates of financial results for the three
months ended September 30, 2022. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated by reference herein.

The information included in this Item 2.02, including the accompanying exhibits
to the extent related to such preliminary estimates, is being furnished and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section. The information in this Item 2.02 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.

The financial results presented in the attached press release are preliminary,
based upon the Company's estimates and are subject to revision based upon its
financial closing procedures and the completion of its financial statements. As
a result, investors should exercise caution relying on this information and
should not draw any inferences from this information regarding financial or
operating data not provided.

Forward-Looking Statements



The attached press release contains "forward-looking statements" within the
meaning of the U.S. federal securities laws. Statements that are not historical
facts, including statements about anticipated financial outcomes and other
statements about our expectations, beliefs, intentions, or strategies regarding
the future are forward-looking statements. These statements relate to future
events and our future results and involve a number of risks and uncertainties.
Actual results, performance or achievement could differ materially from those
contained in these forward-looking statements. The risks and uncertainties to
which forward-looking statements are subject include the following, without
limitation:

•changes in general economic, business and political conditions, including those
resulting from COVID-19 or other pandemics, a recession, intensified
international hostilities, acts of terrorism, increased rates of inflation,
changes in either or both the United States and international lending, capital
and financial markets or currency fluctuations;

•competitive pressures on pricing related to the decreasing number of community
banks in the U.S., the development of new disruptive technologies competing with
one or more of our solutions, increasing presence of international competitors
in the U.S. market and the entry into the market by global banks and global
companies with respect to certain competitive solutions, each of which may have
the impact of unbundling individual solutions from a comprehensive suite of
solutions we provide to many of our customers;

•the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers; and



•other risks detailed in the "Risk Factors" and other sections of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, in our
quarterly reports on Form 10-Q and in our other filings with the Securities and
Exchange Commission.

Other unknown or unpredictable factors also could have a material adverse effect
on our business, financial condition, results of operations and prospects.
Accordingly, readers should not place undue reliance on these forward-looking
statements. Except as required by applicable law or regulation, we do not
undertake (and expressly disclaim) any obligation and do not intend to publicly
update or review any of these forward-looking statements, whether as a result of
new information, future events or otherwise.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On October 18, 2022, Fidelity National Information Services, Inc. (the
"Company") announced that Gary A. Norcross will step down from his position as
Chief Executive Officer, effective December 31, 2022 (the "Transition Date") and
assume a new role as Executive Chairman of the Company's Board of Directors on
January 1, 2023. The Company also announced that Stephanie L. Ferris, currently
the Company's President, has been appointed to the Company's Board of Directors,
effective October 18, 2022 and Stephanie Ferris will assume the role of
President and Chief Executive Officer, effective January 1, 2023.

In connection with the foregoing, on October 18, 2022, Gary Norcross and the
Company entered into an amended and restated employment agreement (the
"Executive Chairman Agreement"), which provides for a one-year term, an annual
base salary of $800,000 and a target annual bonus of 150% of the annual base
salary. Mr. Norcross will continue to be eligible to participate in the
Company's health and welfare benefits and retirement savings plans provided to
executives, and will also be eligible for a restricted stock unit grant with a
grant date fair value of $10,000,000 to be granted on or prior to December 31,
2022, vesting in full on December 31, 2023, subject to continued service through
the vesting date. Under the Executive Chairman Agreement, following the one-year
term or upon an earlier termination of his employment by the Company for any
reason other than "cause," by Mr. Norcross for "good reason," or by reason of
his death or disability, Mr. Norcross will be entitled to severance benefits
generally consisting of (i) a lump sum amount representing 300% of the sum of
Mr. Norcross's annual base salary in effect immediately prior to the Transition
Date and the target annual bonus in effect immediately prior to the Transition
Date); (ii) any earned but unpaid annual bonus payments relating to the prior
calendar year; (iii) contingent upon the Company's achievement of the financial
targets set by the Compensation Committee under the Company's Annual Bonus Plan,
a prorated annual bonus based upon the actual annual bonus that would have been
earned by him for the year in which the termination date occurs; (iv) a lump sum
amount representing the sum of 36 months' medical and dental COBRA premiums
based on the level of coverage in effect on the termination date and 36 months'
life insurance premiums based on the monthly premiums that would be due assuming
conversion of the Company's life insurance coverage in effect on the date of the
notice of termination into an individual policy; (v) subject to his payment of
full monthly premiums for COBRA coverage, continued medical and dental coverage
on the same basis as provided to the active executives and their dependents
until the earlier of 36 months after the date of termination and the date he
becomes eligible for medical and dental coverage with a subsequent employer; and
(vi) immediate vesting of all outstanding and unvested equity-based awards
(except that performance stock units will be treated in accordance with the
applicable award agreements). The Company's obligation to provide the benefits
under the Executive Chairman Agreement is contingent on Mr. Norcross's execution
and non-revocation of the Company's standard form of a general release of claims
against the Company within 60 days of the termination date.

On October 18, 2022, Stephanie Ferris and the Company entered into an amended
and restated employment agreement (the "CEO Agreement"), which provides for a
three-year term commencing on January 1, 2023 (automatically renewing for an
additional one-year term on January 1, 2025 and for an additional year on each
anniversary thereafter, unless either party gives a notice of non-extension), an
annual base salary of $1,000,000 and a target annual bonus of 200% of the annual
base salary. Ms. Ferris will continue to be eligible to participate in the
Company's health and welfare benefits and retirement savings plans provided to
executives, and will also be eligible for a restricted stock unit grant with a
grant date fair value of $12,000,000 to be granted during the first quarter of
2023, with 65% of the award subject to performance-based vesting conditions and
35% of the award subject to time-based vesting conditions. For annual grants
beginning in 2024 and during the employment term, if made to executive officers
of the Company in the ordinary course of business, subject to the Compensation
Committee's approval, Ms. Ferris will be granted an annual equity grant with a
target grant date value of not less than approximately $12,000,000 at the time
such grants are made to other executive officers of the Company.

Pursuant to the CEO Agreement, in the event that Ms. Ferris is terminated by the
Company for any reason other than for "cause" or her death or disability or by
the executive for "good reason," Ms. Ferris will be entitled to

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severance benefits generally consisting of (i) a lump sum amount representing
200% of the sum of Ms. Ferris's annual base salary in effect immediately prior
to the termination date and the target annual bonus in the year of termination;
provided, that, if such termination occurs upon or during the 90-day period
preceding or the two-year period following a change in control of the Company,
the cash severance multiple will be 300%; (ii) any earned but unpaid annual
bonus payments relating to the prior calendar year; (iii) contingent upon the
Company's achievement of the financial targets set by the Compensation Committee
under the Company's Annual Bonus Plan, a prorated annual bonus based upon the
actual annual bonus that would have been earned by her for the year in which the
termination date occurs; (iv) a lump sum amount representing the sum of 24
months' medical and dental COBRA premiums based on the level of coverage in
effect on the termination date; (v) subject to her payment of full monthly
premiums for COBRA coverage, continued medical and dental coverage on the same
basis as provided to the active executives and their dependents until the
earlier of 18 months after the date of termination (or such later date that Ms.
Ferris remains eligible for COBRA or similar coverage pursuant to applicable
state law)and the date she becomes eligible for medical and dental coverage with
a subsequent employer; and (vi) (A) solely with respect to equity awards granted
prior to the end of calendar year 2025, continued vesting of outstanding and
unvested equity-based awards on the dates specified in the applicable award
agreements (except that any awards subject to performance criteria will only
vest based on the satisfaction of such performance criteria in accordance with
the applicable award agreements) and (B) with respect to equity awards granted
after calendar year 2025, vesting solely to the extent provided in the
applicable award agreements governing such unvested awards, which shall be no
less favorable than those provided to executives of the Company generally.
However, in the event of such termination upon or during the 90-day period
preceding or the two-year period following a change in control of the Company,
all outstanding and unvested equity-based award held by Ms. Ferris as of the
termination date will become immediately and fully vested as of the later of the
termination date or the date of the change in control of the Company (and in the
case of performance stock units for which the performance period has not yet
completed vesting shall be at not less than 100% of target). In addition, under
the CEO Agreement, in the event that the Company gives Ms. Ferris a notice of
its intention not to extend the employment term beyond the initial three-year
term (or any extended employment term following the initial three-year term),
Ms.Ferris may elect to terminate her employment at any time following the
four-month anniversary of the date of such notice (or such earlier date mutually
agreed between the Company and Ms. Ferris), and Ms. Ferris will be entitled to
receive the same benefits described above as if such termination were a
termination by the Company other than for "cause." The Company's obligation to
provide the benefits under the CEO Agreement is contingent on Ms. Ferris's
execution and non-revocation of the Company's standard form of a general release
of claims against the Company within 60 days of the termination date.

The foregoing description of the Executive Chairman Agreement and the CEO Agreement does not purport to be complete and is qualified in its entirety by reference to the Executive Chairman Agreement and the CEO Agreement.

A copy of the press release announcing Mr. Norcross's and Ms. Ferris's transition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

    Exhibit                                               Description
99.1                     Press release dated October 18, 2022.
104                    Cover Page Interactive Data File - the cover page

XBRL tags are embedded within


                       the Inline XBRL document.

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