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, Florida32204
(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