Business Context and Reporting Period
This Form 8-K filing by Fidelity National Information Services, Inc. (FIS) reports corporate governance events occurring on January 25, 2017. The filing addresses the departure of two directors and amendments to the company's Bylaws.
Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Director Departures: William P. Foley, II (Director and Vice Chairman) and Richard N. Massey (Director) notified the Board of their intention to retire when their terms expire at the 2017 Annual Meeting of Shareholders.
- Reason for Departure: The departures are due to the time commitment required for other business interests. The filing explicitly states there were no disagreements with the Board or Corporation regarding operations, policies, or practices.
- Bylaw Amendments: The Board adopted the "Fourth Amended and Restated Bylaws" effective January 25, 2017. Key changes include the implementation of a proxy access bylaw.
Guidance, Outlook, and Governance Details
Proxy Access Provisions: The new Bylaws (Section 2.12) permit a shareholder or a group of up to 20 shareholders to nominate directors for inclusion in the company's proxy materials if they meet the following criteria:
- Ownership of 3% or more of outstanding common stock.
- Continuous ownership for at least three years.
- Nomination limit: The greater of two directors or 20% of the number of directors then serving on the Board.
Other Changes: The Bylaws include conforming changes to pre-existing provisions and minor clarifying adjustments related to the new proxy access rights.
Key Facts for Investor Verification
- Verify the exact date of the 2017 Annual Meeting of Shareholders to confirm the effective date of the director retirements.
- Review the full text of the Fourth Amended and Restated Bylaws (Exhibit 3.1) for specific eligibility requirements for proxy access nominations.
- Confirm the composition of the Board of Directors following the upcoming Annual Meeting to assess the impact of the two departures.