UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
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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.
On March 16, 2022, the Board of Directors of Fidelity National Information Services, Inc. (“FIS”) appointed Vijay D’Silva and Kenneth T. Lamneck to its Board of Directors to serve until the next annual meeting of shareholders of the Company on May 25, 2022, or until their respective earlier resignation or removal. They will be proposed to the shareholders for re-election to the board for a one-year term at the annual meeting of shareholders in our annual proxy statement of the Company. In connection with these appointments, the Board determined that Mr. D’Silva and Mr. Lamneck are each independent directors pursuant to Rule 303A.02 of the rules of the New York Stock Exchange Listing Standards. In addition, the Board determined that Mr. Lamneck is qualified as an Audit Committee Financial Expert pursuant to the standards set forth in 17 CFR Section 229. The Board assigned Mr. Lamneck to serve on the Audit Committee of the Board and assigned Mr. D’Silva to serve on the Risk and Technology Committee of the Board.
Mr. D’Silva was a Senior Partner at McKinsey & Company (“McKinsey”), a management consulting firm, from 1994 until his retirement from McKinsey on March 6, 2022. While at McKinsey, Mr. D’Silva held leadership roles in the firm’s Digital and Analytics, Global Payments, Banking & Securities and Risk Management practices. He also built and led McKinsey’s Talent Network. Prior to joining McKinsey, Mr. D’Silva held positions at Swiss Bank Corporation (now UBS), Acadian Asset Management, and Digital Equipment Corporation. Mr. D’Silva is currently an Executive in Residence at the Massachusetts Institute of Technology.
Mr. D’Silva has extensive experience in financial institutions and payments, digital and analytics transformations, talent management, strategy and risk management.
Mr. Lamneck served as Chief Executive Officer and President of Insight Enterprises (NASDAQ:NSIT) from January 2010 until he retired from that position on December 31, 2021. Since his retirement as CEO, Mr. Lamneck serves as a special advisor and Executive Vice President of Insight Enterprises. From 2004 through 2009, Mr. Lamneck served as President, the Americas, at Tech Data Corporation (NYSE:SNX), a wholesale distributor of technology products. From 1998 to 2004, he held several executive management positions at Arrow Electronics Inc. Following five years of service in the United States Army, he began his civilian career at IBM as an engineer.
Mr. Lamneck has served as a director of Benchmark Electronics, Inc. (NYSE: BHE), a provider of product design, engineering services, technology solutions, and manufacturing services, since 2013.
Mr. Lamneck has extensive experience in global operations, technology, finance and leadership.
Additional information about Mr. D’Silva and Mr. Lamneck is included in the Company’s press release issued on March 21, 2022, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with joining FIS’ Board of Directors, Mr. D’Silva and Mr. Lamneck will each receive a one-time grant of equity valued at $50,000 in the form of time-based restricted stock units, vesting one year from the date of grant. Mr. D’Silva and Mr. Lamneck will also participate in the compensation program for non-management directors as described in the Director Compensation section of FIS’ Proxy Statement for its Annual Meeting of Shareholders held on May 19, 2021, filed with the U.S. Securities and Exchange Commission on April 9, 2021.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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 thereunto duly authorized.
| Fidelity National Information Services, Inc. | |||||||||||
| Date: March 21, 2022 | By: | /s/ Gary A. Norcross | |||||||||
| Name: | Gary A. Norcross | ||||||||||
| Title: | Chairman and Chief Executive Officer | ||||||||||
Exhibit 99.1
Vijay D’Silva and Kenneth T. Lamneck Join the FIS Board of Directors
| Key facts: | •Vijay D’Silva, former Senior Partner at McKinsey & Co., has joined the FIS Board of Directors. •Kenneth T. Lamneck, former Chief Executive Officer and President, Insight Enterprises, Inc., has joined the FIS Board of Directors. | ||||
JACKSONVILLE, Fla., March 21, 2022 – FIS® (NYSE: FIS) a global leader in financial services technology, today announced that Vijay D’Silva and Kenneth T. Lamneck have joined the company’s Board of Directors.
Mr. D’Silva was a Senior Partner at McKinsey & Co., a management consulting firm, from 1994 until his retirement from McKinsey on March 6, 2022. While at McKinsey, Mr. D’Silva held leadership roles in the firm’s Digital and Analytics, Global Payments, Banking & Securities, and Risk Management practices. He also built and led McKinsey’s Talent Network. Prior to joining McKinsey, Mr. D’Silva held positions at Swiss Bank Corporation (now UBS), Acadian Asset Management, and Digital Equipment Corporation. Mr. D’Silva is currently an Executive in Residence at the Massachusetts Institute of Technology.
Mr. Lamneck served as Chief Executive Officer and President of Insight Enterprises (NASDAQ:NSIT) from January 2010 until he retired from that position on December 31, 2021. Since his retirement as CEO, Mr. Lamneck serves as a special advisor and Executive Vice President of Insight Enterprises. Prior to Insight Enterprises, Mr. Lamneck served as President, the Americas, at Tech Data Corporation (NYSE:SNX), a wholesale distributor of technology products, and held several executive management positions at Arrow Electronics Inc., a technology solutions provider.
Mr. Lamneck also serves on the Board of Directors of Benchmark Electronics, Inc. (NYSE:BHE), a provider of product design, engineering services, technology solutions, and manufacturing services.
“Vijay and Ken are recognized industry leaders with highly distinguished careers who will bring vast and deep expertise to the Board,” said Gary Norcross, FIS Chairman and CEO. “Vijay brings incredible global payments, banking technology and risk management experience to our Board, while Ken brings tremendous technology, leadership and global operational experience to our Board. FIS is extremely fortunate to have such talented individuals joining our Board.”
About FIS
FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally. Our employees are dedicated to advancing the way the world pays, banks and invests by applying our scale, deep expertise and data-driven insights. We help our clients use technology in innovative ways to solve business-critical challenges and deliver superior experiences for their customers. Headquartered in Jacksonville, Florida, FIS ranks #241 on the 2021 Fortune 500 and is a member of Standard & Poor’s 500® Index. To learn more, visit www.fisglobal.com. Follow FIS on Facebook, LinkedIn and Twitter (@FISGlobal).
For More Information
Kim Snider, 904.438.6278
Senior Vice President
FIS Global Marketing and Communications
kim.snider@fisglobal.com