Business Context and Reporting Period
This Form 8-K Current Report was filed by Fidelity National Information Services, Inc. (FIS) on December 29, 2009. The filing primarily addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements, specifically the execution of an amended and restated employment agreement with Gary A. Norcross.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation terms rather than corporate financial performance.
Material Changes
The primary material change is the execution of the "New Norcross Agreement" on December 29, 2009, which supersedes the prior agreement dated November 16, 2007. Key modifications include:
- Reporting Structure: Mr. Norcross will report solely to the Chief Executive Officer; a breach of this provision is deemed a material breach.
- Compensation Adjustments: Elimination of tax gross-up payments on excess parachute payments and elimination of the right to receive life and health insurance benefits for three years post-termination.
- Life Insurance: Added right to convert company-provided life insurance to an individual policy with a lump-sum cash payment equal to 36 months of premiums upon certain terminations.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, market outlook, or general management commentary regarding business strategy. The document details specific terms of the employment agreement:
- Role: Chief Operating Officer (or other agreed capacity).
- Term: Initial three-year term with automatic one-year extensions unless notice is given.
- Base Salary: $650,000 annually.
- Bonus Opportunity: Target of 150% of base salary; maximum of 300% of base salary.
- Severance (Without Cause/Good Reason): Includes accrued obligations, prorated bonus, a lump-sum payment equal to 300% of the sum of base salary and highest recent bonus (or target bonus), immediate vesting of equity awards, and 36 months of COBRA coverage plus a cash equivalent.
- Restrictions: Includes a one-year non-compete clause (if terminated for reasons other than Without Cause/Good Reason) and perpetual confidentiality obligations.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Employment Agreement filed as Exhibit 10.1 to confirm specific definitions of "Cause" and "Good Reason."
- Review the prior proxy statement (filed April 15, 2009) to compare the specific financial impact of the eliminated tax gross-up and insurance benefits.
- Confirm the current status of the Chief Executive Officer to ensure the reporting line provision is active.
- Assess the potential liability exposure regarding the 300% severance multiplier in the event of a change in control or termination.