Business Context and Reporting Period
Company: Fidelity National Information Services, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 26, 2011
Subject: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (Item 5.03).
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a corporate governance report.
Material Changes
The Board of Directors approved amendments to Article Two of the Amended and Restated Bylaws to implement majority voting standards for non-contested director elections.
- Voting Standard Change: The standard for electing directors in non-contested elections changed from a plurality to a majority of votes cast.
- Definition: A nominee must receive more votes "for" than "against" to be elected.
- Contested Elections: The plurality standard remains in effect for contested elections.
Guidance, Outlook, and Governance Procedures
The Board adopted a Majority Voting Policy to address the scenario where an incumbent director fails to receive a majority of votes:
- Resignation Requirement: Incumbent director nominees must submit an irrevocable resignation effective if they do not receive a majority of votes in a non-contested election.
- Board Discretion: The Nominating and Corporate Governance Committee will decide whether to accept or reject the resignation or take other action.
- Legal Context: Under Georgia law, a director not elected would otherwise continue to serve until a successor is qualified; the resignation policy ensures the majority vote standard is effective.
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated Bylaws attached as Exhibit 3.1.
- Confirm the specific procedures outlined in the new Majority Voting Policy regarding resignation acceptance.
- Note that this filing contains no financial performance data or forward-looking financial guidance.