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 10, 2012
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) 438-6000
(Registrant's Telephone Number, Including Area Code)
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. below): | ||
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)) | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2012 (the “Effective Date”), Fidelity National Information Services, Inc. (the “Company”) announced that Michael D. Hayford, Corporate Executive Vice President and Chief Financial Officer of the Company (the “Executive”), will retire effective June 28, 2013 (the “End Date”), following the appointment of his successor and an orderly transition of his function. Upon such date, the Executive's employment with the Company will terminate.
In connection therewith, pursuant to a Separation, Non-Competition and Release Agreement, dated as of December 10, 2012, between the Company and the Executive (the “Agreement”), on the date that is six months following the End Date, the Company will pay to the Executive a lump sum cash payment of $6,336,000, plus a 2013 pro-rated bonus for service up to and including the End Date, based on the Executive's 2013 bonus target of $937,500, as well as an amount equivalent to 36 months of premium payments for Consolidated Omnibus Budget Reconciliation Act (COBRA) coverage. In addition, partly as consideration for the Executive agreeing not to compete directly with the Company for two years following the End Date, the Agreement provides that the Executive's (i) vested and unvested stock options (all of which will vest on the Effective Date) to purchase shares of the Company's common stock generally will remain exercisable for three years following the End Date, which, in the aggregate represent options to purchase 1,627,555 shares; and (ii) restricted stock awards (a) granted in 2010 and 2011, representing 155,185 shares in the aggregate, will fully vest on the Effective Date, and (b) granted in 2012, representing 98,311 shares, will vest in the first quarter of 2014 subject to the Company's achievement of certain performance metrics in 2013. The last tranche of Executive's performance share awards granted in July 2010 will be forfeited.
A copy of the news release announcing Mr. Hayford's retirement is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 News release.
SIGNATURE
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. | ||||
Date: December 10, 2012 | By: | /s/ Michael L. Gravelle | ||
Name: | Michael L. Gravelle | |||
Title: | Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary | |||
EXHIBIT INDEX
Item 9.01. | Financial Statements and Exhibits | |
(c) Exhibits | ||
Exhibit | Description | |
99.1 | News release | |
Exhibit 99.1
News Release
FIS Chief Financial Officer to Retire in 2013
JACKSONVILLE, Fla., December 10, 2012 - FIS™ (NYSE: FIS), the world's largest provider of banking and payments technology, announced today that Corporate Executive Vice President and Chief Financial Officer (CFO), Michael Hayford, has informed the company of his plan to retire in 2013, following the appointment of his successor and an orderly transition of the function. Mr. Hayford has served as FIS' chief financial officer since Oct. 2009.
“Mike has contributed greatly to our company's success throughout his 20-year tenure, including his role as president and chief operating officer and other key operational posts at Metavante Technologies,” said Frank Martire, chairman and chief executive officer of FIS. “He has continued that service as CFO of FIS during a pivotal period for our company. We are fortunate to have benefited from his dedication and, particularly, from his leadership during that time. Mike made a strong contribution to the successful integration of Fidelity National Information Services and Metavante to form FIS, provided leadership in strengthening the financial operations post combination and has played a key role in executing the shift in FIS' strategy away from mergers and acquisitions to focus on organic growth. The timing of his retirement will enable a thorough transition process to his successor.”
FIS will conduct a comprehensive internal and external search for a new chief financial officer.
“I feel very fortunate to have been part of the management team that has built the number one company in our industry,” said Michael Hayford. “Over the past three years, we have dramatically improved cash flow, strengthened the balance sheet and transformed the company into a culture of organic growth. Having accomplished what we set out to do, I believe it is a good time to retire.”
About FIS
FIS (NYSE: FIS) is the world's largest global provider 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 32,000 people worldwide and holds leadership positions in payment processing and banking solutions, providing software, services and outsourcing of the technology that drives financial institutions. First in financial technology, FIS tops the annual FinTech 100 list, is 425 on the Fortune 500 and is a member of Standard & Poor's 500® Index. For more information about FIS, visit www.fisglobal.com.
Forward-Looking Statements
This news release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake
no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company's Form 10-K and other filings with the Securities and Exchange Commission.
For More Information:
Kim Snider, 904.438.6278 | Mary Waggoner, 904.438.6282 | |
Vice President | Senior Vice President | |
FIS Global Marketing and Communications | FIS Investor Relations | |
kim.snider@fisglobal.com | mary.waggoner@fisglobal.com | |