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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
 
     
FIDELITY NATIONAL INFORMATION SERVICES, INC.
(Exact name of Registrant as Specified in its Charter)
         
Georgia   1-16427   37-1490331
(State or other Jurisdiction of Incorporation or Organization)   (Commission File Number)   (IRS Employer Identification No.)
     
601 Riverside Avenue    
Jacksonville, Florida   32204
(Address of principal executive offices)   (Zip code)
Registrant’s 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.):
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

TABLE OF CONTENTS
             
Item 5.02.  
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
    1  
Item 9.01.  
Financial Statements and Exhibits
    1  
SIGNATURES   2  
EXHIBIT INDEX   3  
 EXHIBIT 10.1
 EXHIBIT 10.2

 


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ITEM 5.02.  
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 Company’s 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 Company’s 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 participant’s 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.
         
ITEM 9.01.  
FINANCIAL STATEMENTS AND EXHIBITS
  (d)   Exhibits
         
Exhibit    
Number   Description
  10.1    
Amendment to Certegy Inc. Supplemental Executive Retirement Plan
  10.2    
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.
         
  FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
 
  By:   /s/ Jeffrey S. Carbiener    
    Jeffrey S. Carbiener   
    Executive Vice President and Chief Financial Officer   
 
Dated: January 2, 2008

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EXHIBIT INDEX
         
Exhibit    
Number   Description
  10.1    
Amendment to Certegy Inc. Supplemental Executive Retirement Plan
  10.2    
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 Participant’s 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.
         
  Fidelity National Information Services, Inc.
(f/k/a CERTEGY INC.)
 
 
  By:   /s/ Jeffrey S. Carbiener  
    Name:   Jeffrey S. Carbiener  
    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.
I.   PARTICIPANT NAME: LEE KENNEDY
 
II.   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.   CONSENT OF ELIGIBLE SPOUSE AND SIGNATURES
           
 
       
December 31, 2007
  /s/ LEE A. KENNEDY    
 
       
Date
  Participant’s Signature    
 
       
 
       
 
  I am the spouse of the Participant and consent to the Participant’s election above of a form of benefit other than the normal form of a joint and survivor annuity.
 
       
 
       
December 31, 2007
  /s/ PAMELA J. KENNEDY    
 
       
Date
  Signature of Participant’s Spouse    
 
       
 
       
Received By Company:
  /s/ TODD C. JOHNSON   December 31, 2007
 
       
 
  Signature   Date

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