Business Context and Reporting Period
This Form 8-K Current Report was filed by Fidelity National Information Services, Inc. (FIS) on May 18, 2007, covering events occurring on May 14, 2007. The filing discloses the entry into a material definitive agreement regarding executive compensation within FNRES Holdings, Inc. ("FNRES"), a minority-owned subsidiary of FIS.
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity metrics for FIS or FNRES. The only financial data disclosed relates to the specific stock option grant:
- Exercise Price: $10.00 per share.
- Option Term: Eight years.
- Vesting Target: Equity Value of at least $20.00 per share.
Material Changes
On May 14, 2007, FNRES granted stock options to four FIS executive officers under the FNRES Holdings, Inc. 2007 Stock Incentive Plan. The grants are as follows:
| Recipient | Number of Shares |
|---|---|
| William P. Foley, II | 400,000 |
| Brent B. Bickett | 80,000 |
| Alan L. Stinson | 80,000 |
| Lee A. Kennedy | 40,000 |
Outlook, Risks, and Contingencies
Vesting Conditions: The options vest upon the earliest of a Change in Control or an Initial Public Offering (IPO), provided the Equity Value of FNRES Common Stock equals or exceeds $20.00 per share. Service with FNRES must not have terminated prior to the vesting date.
Change in Control Contingency: If the $20.00 Equity Value target is not met during a Change in Control, FNRES will use commercially reasonable efforts to have the acquirer assume the unvested options. If the acquirer refuses to assume the options, they will terminate.
Equity Value Definition:
- Change in Control: Calculated as aggregate per-share net proceeds (cash, marketable securities, and discounted deferred consideration) received by shareholders, including shares issuable upon exercise of in-the-money options.
- Post-IPO: Measured by the average stock price over a consecutive 45-day trading period concluding before the option expiration.
Investor Verification Checklist
- Verify the current status of FNRES Holdings, Inc. and whether it has achieved an IPO or Change in Control since May 2007.
- Confirm if the $20.00 per share Equity Value threshold was met for the vesting of these specific options.
- Review subsequent filings to determine if the options were assumed by an acquirer or terminated due to failure to meet vesting conditions.
- Check for any adjustments to the exercise price or share count pursuant to Section 11 of the Stock Option Agreement.