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):
February 8, 2011
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
Georgia | 37-1490331 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 854-5000
(Registrant's Telephone Number, Including Area Code)
(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: | ||
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)) | |
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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.
Effective February 8, 2011, William P. Foley II changed his position with Fidelity National Information Services, Inc. (the “Company”) from Exe
cutive Chairman to Chairman of the Board, which is a non-executive position. A copy of the press release announcing the change in position is filed as Exhibit 99.1 hereto.
In connection with the change in position, the Company and Mr. Foley entered into a letter agreement (the “Agreement”) dated as of February 8, 2011. The Agreement provides that the Second Amended and Restated Employment Agreement between the Company and Mr. Foley dated as of September 30, 2009 (the "Employment Agreement"), which provided for a September 30, 2012 expiration date, is terminated as of February 8, 2011. The annual base salary payable under the Employment Agreement ceases, and Mr. Foley is entitled to receive a $500,000 annual Chairman fee, effec
tive February 8, 2011. Mr. Foley is eligible to receive his 2010 annual cash bonus under the Company Annual Incentive Plan, which is payable in 2011 at the same time as the Company pays annual bonuses to other corporate officers. Equity grants made to Mr. Foley under the Company's Omnibus Incentive Plan continue to vest for so long as Mr. Foley remains a director, including as Chairman, or an employee of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 8, 2011.
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 thereunto duly authorized.
Fidelity National Information Services, Inc. | ||||
Date February 14, 2011 | By: | /s/ Michael L. Gravelle | ||
Name: | Michael L. Gravelle | |||
Title: | Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary | |||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release dated February 8, 2011. |
 |
Exhibit 99.1
William P. Foley II Becomes Chairman of the Board at FIS
JACKSONVILLE, Fla., Feb. 8, 2011 - FISTM (NYSE:FIS), a leading provider of banking and payments technology, today announced a change in position for William P. Foley II from executive chairman to chairman of the board, which is a non-executive position. Foley, who has served as executive chairman of FIS since February 2006, requested the transition to non-executive chairman in order to devote more time to additional business opportunities and commitments. The change is effective immediately.
“The FIS leadership team has done an excellent job driving the Metavante integration project, while delivering on our commitments to our clients and our shareholders,” stated Foley. “I am confident that the team will continue to successfully advance the FIS strategy, and I look forward to serving the company in a more traditional chairman's role.”
About FIS
FIS (NYSE: FIS) is one of the world's largest global providers dedicated to banking and payments technologies. With a long history deeply rooted in the financial services sector, FIS serves more than 14,000 institutions in over 100 countries. Headquartered in Jacksonville, Fla., FIS employs more than 30,000 people worldwide and holds leadership positions in payment processing and banking solutions, providing software, services and outsourcing of the technology that drives financial institutions. FIS is a member of Standard & Poor's 500® Index and consistently holds a leading ranking in the annual FinTech 100 list. For more information about FIS, visit www.fisglobal.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements that are not historical facts, as well as other statements about our expectations, hopes, intentions, or strategies regarding the future, are forward-looking statements. These statements relate to future events and our fut
ure results, and involve a number of risks and uncertainties. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Any statements that refer to beliefs, expectations, projections or other characterizations of future events or circumstances and other statements that are not historical facts are forward-looking statements.
Actual results, performance or achievement could differ materially from those contained in these forward-looking statements. The risks and uncertainties that forward-looking statements are subject to include without limitation: changes and conditions in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes and conditions in either or both the United States and in
ternational lending, capital and financial markets; the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy regulations; the effects of our substantial leverage which may limit the funds available to make acquisitions and invest in our business; the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries; changes in the growth rates of the markets for core processing, card issuer, and transaction processing services; failures to adapt our services and products to changes in technology or in the marketplace; internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses affecting our software
; the failure to achieve some or all of the benefits that we expect from acquisitions; our potential inability to find suitable acquisition candidates or finance such acquisitions, which depends upon the availability of adequate cash reserves from operations or of acceptable financing terms and the variability of our stock price, or difficulties in integrating past and future acquired technology or business' operations,
services, clients and personnel; competitive pressures on product pricing and services including the ability to attract new, or retain existing, customers; an op
erational or natural disaster at one of our major operations centers; and other risks detailed in “Risk Factors” and other sections of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and other filings with the SEC.
Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, we do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE: Fidelity National Information Services, Inc.
Marcia Danzeisen, 904.854.5083 | Mary Waggoner, 904.854.3282 | |
Senior Vice President | Senior Vice President | |
FIS Global Marketing and Communications | FIS Investor Relations | |
marcia.danzeisen@fisglobal.com | mary.waggoner@fisglobal.com <
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