Filing Summary: Fidelity National Information Services, Inc. (FIS)
Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held on May 29, 2013. The filing details the outcomes of votes regarding director elections, executive compensation, incentive plans, and the appointment of independent auditors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Director Elections (Class II): All nominees were elected to serve until the 2015 annual meeting.
- Stephan A. James: 219,181,638 For; 3,479,016 Against.
- Frank R. Martire: 215,139,750 For; 6,558,850 Against.
- Gary A. Norcross: 213,147,079 For; 9,518,220 Against.
- Director Elections (Class III): James B. Stallings, Jr. was elected to serve until the 2014 annual meeting with 221,952,794 For votes and 640,644 Against votes.
- Executive Compensation: The nonbinding advisory proposal was approved with 191,500,834 For votes and 30,378,666 Against votes.
- Incentive Plan Amendment: The proposal to amend and restate the FIS 2008 Omnibus Incentive Plan was approved with 208,726,313 For votes and 13,603,461 Against votes.
- Auditor Ratification: The appointment of KPMG LLP as independent registered public accountants for 2013 was ratified with 248,045,503 For votes and 389,991 Against votes.
Directors continuing their terms after the meeting include David K. Hunt, Richard N. Massey, William P. Foley, II, Thomas M. Hagerty, and Keith W. Hughes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to contextualize the voting percentages.
- Review the April 19, 2013 Proxy Statement for detailed biographies of the elected directors and specifics of the Omnibus Incentive Plan amendment.
- Confirm the specific terms of the KPMG LLP engagement for the 2013 fiscal year.
- Note the significant number of broker non-votes (25,810,132) across all proposals, indicating shares held in street name where brokers lacked discretionary voting power.