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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): December 31, 2007
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FIDELITY NATIONAL INFORMATION SERVICES, INC. |
(Exact name of Registrant as Specified in its Charter) |
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Georgia |
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1-16427 |
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37-1490331 |
(State or other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.) |
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601 Riverside Avenue |
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Jacksonville, Florida |
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32204 |
(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: (904) 854-8100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The Compensation Committee of the Board of Directors of Fidelity
National Information Services, Inc. (the Company) approved an amendment to the Certegy Inc.
Supplemental Executive Retirement Plan, which was previously filed as Exhibit 10.39 to Certegy
Inc.s Form 10-K filed February 17, 2004 (the
SERP). The amendment was executed on December 31,
2007.
The SERP was adopted by Certegy Inc. for certain of its executive officers, including the Companys
President and Chief Executive Officer, Lee A. Kennedy. The Company assumed sponsorship of the SERP
when it merged with Certegy Inc. in 2006. The SERP is a nonqualified defined benefit pension plan
that is intended to provide retirement benefits that supplement the retirement benefits provided
under the Companys frozen qualified pension plan, which the Company also assumed in the merger
with Certegy, Inc. Mr. Kennedy is the only named executive officer who participates in the SERP.
The amendment provides that (i) no new participants may join the SERP after December 31, 2007, (ii)
each current participants accrued SERP benefit will be frozen as of December 31, 2007 and (iii) no
participant will accrue additional benefits under the SERP after December 31, 2007. The amendment
also allows SERP participants to change the time and form of payment of their SERP benefits by
making an irrevocable election by December 31, 2007, as is permitted under transition rules
relating to Section 409A of the Internal Revenue Code (Section 409A). Pursuant to this election,
Mr. Kennedy and other SERP participants may elect to receive their SERP benefits in a lump sum at a
specified date prior to termination of employment, as well as in a new form of payment (a single
life annuity, a joint and survivor annuity, a ten year certain and life annuity or a lump sum) that
will apply if they do not elect a pre-termination payment date or if their employment terminates
prior to the pre-termination payment date they elected. In either case, the new payment elections
will apply regardless of when and in what form their SERP benefits would have been paid had they
not made the election. Prior to the amendment, SERP benefits were payable upon normal or early
retirement and were payable in a life annuity, a joint and survivor annuity or other actuarially
equivalent forms, including a lump sum. Finally, the amendment also provides for a six month delay
of payments, subject to Section 409A, to certain employees if their SERP benefits are paid upon
termination of employment.
Mr. Kennedy has entered into a new payment election agreement with the Company pursuant to which
he elected to receive his accrued SERP benefit in a lump sum on January 31, 2008 or in a lump sum
upon termination of employment (subject to the six month delay if he is a specified employee at the
time of termination) if the termination occurs prior to January 31, 2008.
The foregoing summary of the amendment to the SERP does not purport to be complete and is qualified
in its entirety by reference to the amendment, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS |
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Exhibit |
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Description |
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10.1 |
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Amendment to Certegy Inc. Supplemental Executive Retirement Plan |
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10.2 |
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Payment
Election Form |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
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By: |
/s/ Jeffrey S. Carbiener
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Jeffrey S. Carbiener |
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Executive Vice President and Chief Financial Officer |
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Dated:
January 2, 2008
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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10.1 |
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Amendment to Certegy Inc. Supplemental Executive Retirement Plan |
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10.2 |
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Payment
Election Form |
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exv10w1
Exhibit 10.1
AMENDMENT
TO
CERTEGY INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS
AMENDMENT is made this 31st day of December, 2007, by Fidelity
National Information Services, Inc. (f/k/a CERTEGY INC.) (the Company);
W I T N E S S E T H:
WHEREAS, the Company established the Certegy Inc. Supplemental Executive Retirement Plan
effective as of November 5, 2003 (the Plan); and
WHEREAS, the Company now desires to amend the Plan to freeze all benefit accruals as of
December 31, 2007, to provide that there no new Participants shall be eligible to participate in
the Plan after December 31, 2007, to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, to provide an in-service payment option, and otherwise as
hereinafter provided.
NOW, THEREFORE, the Plan is hereby amended, as follows:
1.
The Plan is hereby amended to provide that (i) no new Participants shall be eligible to
participate in the Plan after December 31, 2007, (ii) each current Participants Accrued Benefit
under the Plan shall be frozen as of the close of business on December 31, 2007, and (iii) no
Participant shall accrue any additional benefits under the Plan after the close of business on
December 31, 2007.
2.
Section 1.1 of the Plan is hereby amended by adding the following as a new Section (hh):
(hh) Section 409A: Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and other applicable guidance promulgated thereunder.
3.
Article III of the Plan is hereby amended by adding the following as a new Section 3.10:
3.10 In-Service Payment Date: Irrespective of the other Sections of this Article
III, a Participant may irrevocably elect on or before December 31, 2007, in accordance with
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procedures established by the Administrator, to receive his Accrued Benefit while still employed by
the Company, payable in a lump sum on a specified date. The amount of the lump sum payment will be
calculated in accordance with Section 3.8(c) subject to reduction as provided in Section 3.9 using
the specified in-service payment date as the date of termination of employment and the payment
commencement date wherever applicable. The lump sum payment shall be made on the specified
in-service payment date or, if a delay is necessary to calculate the Accrued Benefit, the amount of
the lump sum, or the amount of the offset under Section 3.9 of the Plan, on a date no later than 15
days after the specified in-service payment date.
4.
Article III of the Plan is hereby further amended by adding the following as a new Section
3.11:
3.11 Six-Month Delay for Specified Employees. Notwithstanding the other provisions
of this Plan, in the event a Participant who is a specified employee (as determined by the
Administrator in accordance with procedures that are consistent with Section 409A) becomes entitled
to payments upon Retirement or any other termination of employment that are subject to Section
409A, such payments shall not commence until the first business day following the date 6 months
after such Participant incurs a separation from service (as determined by the Administrator in
accordance with procedures that are consistent with Section 409A) and, on such date, the payments
that would have been made during such six-month period shall be made.
5.
This Amendment shall be effective as of the date it is executed subject to any later effective
date specifically identified above. Except as hereby modified, the Plan shall remain in full force
and effect.
IN WITNESS WHEREOF, the Company has executed this Amendment as of the date first written
above.
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Fidelity National Information
Services, Inc.
(f/k/a CERTEGY INC.) |
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By: |
/s/
Jeffrey S. Carbiener |
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Name: |
Jeffrey S. Carbiener |
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Title: |
Executive Vice President and Chief Financial Officer |
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exv10w2
Exhibit 10.2
CERTEGY INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PAYMENT ELECTION FORM
This Payment Election Form will enable you to elect how you want your Accrued Benefit under
the Certegy Inc. Supplemental Executive Retirement Plan (the Plan) to be paid to you. This
election form must be completed and returned to Todd Johnson no later than December 31, 2007 and
will supersede and replace any prior elections you may have made under the Plan.
If you have questions concerning the payment arrangements under the Plan, please contact Todd
Johnson.
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PARTICIPANT NAME: LEE KENNEDY |
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PAYMENT ELECTION |
Please indicate below how you want your Accrued Benefit to be paid. Since you have already
reached your Early Retirement Date, you may elect to have your Accrued Benefit paid in a lump sum
on a specified date while you are still employed or you may elect from several alternative forms of
payments if you terminate employment before your specified in-service payment date. Please note
that this election is irrevocable and may not be changed after December 31, 2007.
In-Service Payment Date
x Election of In-Service Payment Date. I hereby elect to receive my Accrued Benefit
in a lump sum if I am still employed with the Company on January 31, 2008 (insert a
specific date no earlier than January 1, 2008). Please note that the payment may be delayed by up
to 15 days if necessary for administrative reasons.
Payment after Retirement. If I have not elected an in-service payment date or I
terminate employment prior to my selected in-service payment date, I hereby elect to receive my
Accrued Benefit in the following form commencing the first day of the month following the date my
employment terminates (subject to a 6-month delay for any amounts subject to Section 409A as
provided in the Plan if I am a specified employee at the time of termination):
o Normal Form. A monthly, single life annuity if I am not married at the time of my
Retirement and a joint and 50% survivor annuity if I am married at the time of my Retirement.
x Lump Sum.
o Ten Years Certain and Life Annuity Option. Monthly payments for my life with 120
payments guaranteed.
o Joint and Survivor Annuity. Monthly payments for my life with payments continuing
after my death to my Beneficiary in an amount equal to (select one) o 25%, o 50%, o 75% or
o 100% of the monthly payment I was receiving before my death.
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III. |
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CONSENT OF ELIGIBLE SPOUSE AND SIGNATURES |
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December 31, 2007
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/s/ LEE A. KENNEDY |
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Date
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Participants Signature |
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I am the spouse of the Participant and consent to
the Participants election above of a form of
benefit other than the normal form of a joint and
survivor annuity. |
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December 31, 2007
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/s/ PAMELA J. KENNEDY |
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Date
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Signature of Participants Spouse |
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Received By Company:
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/s/ TODD C. JOHNSON
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December 31, 2007 |
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Signature
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Date |
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