UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

FIDELITY NATIONAL INFORMATION SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Shareholder,

On behalf of the Board of Directors, I cordially invite you to attend the annual meeting of shareholders of Fidelity National Information Services, Inc. (“FIS” or the “Company”). The meeting will be held on May 25, 2022, at 10:00 a.m., Eastern Time, and is scheduled to take place in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204; however, due to the COVID-19 pandemic, we may hold the meeting by means of remote communication, as described in the Notice of Annual Meeting and Proxy Statement below.

The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including:

Whether or not you plan to attend the annual meeting, please vote by one of the available methods to ensure that your shares are represented and voted in accordance with your wishes.

On behalf of the Board of Directors, I thank you for your investment in FIS.

Sincerely,

Gary A. Norcross

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Fidelity National Information Services, Inc.: Notice is hereby given that the 2022 Annual Meeting of Shareholders of Fidelity National Information Services, Inc. will be held on: May 25, 2022 10:00 AM Eastern Time Peninsular Auditorium 601 Riverside Avenue Jacksonville, Florida 32204

FOR THE FOLLOWING PURPOSES:

You will be asked to consider five proposals at the annual meeting.

Table of Contents

More than 65,000 employees worldwide $13.9 billion in revenue in 2021 $961 million of dividends paid in 2021 $2 billion of shares repurchased in 2021 ~20% increase to quarterly dividend beginning in 2022 Proxy Statement The enclosed proxy is solicited by the Board of Directors (the "Board") of Fidelity National Information Services, Inc., a Georgia corporation, for use at the Annual Meeting of Shareholders to be held on May 25, 2022, at 10:00 a.m., Eastern Time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The meeting will be held in the GENERAL INFORMATION ABOUT THE COMPANY(As of December 31, 2021) Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204. It is anticipated that such proxy, together with this proxy statement, will be first mailed on or about April 15, 2022, to all shareholders entitled to vote at the meeting. The Company's principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number at that address is (904) 438-6000.

Frequently Asked Questions

Your shares can be voted at the annual meeting only if you vote by proxy or if you are present and vote in person. Even if you expect to attend the annual meeting, please vote by proxy to assure that your shares will be represented.

Why did I receive this proxy statement?

The Board is soliciting your proxy to vote at the annual meeting because you were a shareholder of the Company at the close of business on April 1, 2022 (the “record date”); therefore, you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting and the voting process, as well as information about the Company’s directors and executive officers.

Who is entitled to vote?

All record holders of FIS common stock as of the close of business on April 1, 2022, are entitled to vote. On that day, 610,730,727 shares were issued, outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the annual meeting.

What shares are covered by the proxy card?

The proxy card covers all shares held by you of record, that is, all shares registered in your name.

What if I am a beneficial holder rather than an owner of record?

If you hold your shares through a broker, bank, or other nominee, you will receive separate instructions from the nominee describing how to vote your shares.

How do I vote?

Even if you expect to attend the annual meeting, which, as discussed on the notice of annual meeting of shareholders, may be held by means of remote communication if public health conditions warrant, please vote by proxy to assure that your shares will be represented.

What does it mean to vote by proxy?

It means that you authorize someone else to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer and our Corporate Secretary, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the Board for such proposal.

What happens if other matters are raised at the meeting?

Although we are not aware of any matters to be presented at the annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the meeting in accordance with the procedures specified in the corporate Bylaws, all proxies given to the proxy holders will be voted in accordance with their best judgment.

Frequently Asked Questions (continued)

What if I submit a proxy and later change my mind?

If you submit your proxy and later wish to revoke it, you may do so by doing one of the following:

Who will count the votes?

Broadridge Financial Solutions, Inc. will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

How many votes must each proposal receive to be adopted?

The following votes must be received:

For Proposal No. 1, regarding the election of directors, to be elected, each of the director nominees named in this proxy statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote for election or re-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to FIS’ Majority Voting Policy, in that situation, our Corporate Governance, Nominating and Sustainability Committee would promptly make a recommendation to the Board about whether to accept or reject the resignation of the “holdover” director and the Board would then take action on the recommendation no later than 180 days following the date of the election.

For Proposal No. 2, regarding a non-binding advisory vote on the compensation paid to our named executive officers, under Georgia law, the action will be approved (on a non-binding advisory basis) if a quorum exists and the shares present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.

For Proposal No. 3, regarding the approval of the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan, under Georgia law, the action will be approved if a quorum exists and the shares present in person or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.

For Proposal No. 4, regarding the approval of the Fidelity National Information Services, Inc. Employee Stock Purchase Plan, under Georgia law, the action will be approved if a quorum exists and the shares present in person or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.

For Proposal No. 5, regarding the appointment of KPMG LLP, under Georgia law the action will be approved if a quorum exists and the shares present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.

What constitutes a quorum?

A quorum is present if a majority of the outstanding shares of common stock entitled to vote is represented either in person or by proxy. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

What are broker non-votes and what effect will they have?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the NYSE, such as the ratification of the appointment of the independent registered public accounting firm. On non-routine matters, such as Proposals No. 1, 2, 3 and 4, nominees cannot vote unless they receive voting instructions from beneficial owners, resulting in so called “broker non-votes.” Accordingly, with respect to Proposals No. 1, 2, 3 and 4, broker non-votes will not affect the outcome of the vote. Please be sure to give specific voting instructions to your broker, so that your vote can be counted.

Frequently Asked Questions (continued)

What effect does an abstention have?

With respect to each proposal, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote.

Who pays the cost of soliciting proxies?

The Company pays the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, email or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson LLC to assist in the solicitation of proxies for an estimated fee of $15,000, plus reimbursement of expenses.

What if I share a household with another shareholder?

We have adopted a procedure approved by the Securities and Exchange Commission (the “SEC”) called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and proxy statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of our Annual Reports and/or proxy statements, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Annual Report or proxy statement for your household, please contact our transfer agent, Computershare (in writing: P.O. Box 30170, College Station, TX 77842-3170; or by telephone: (800) 568-3476). If you participate in householding and wish to receive a separate copy of the 2021 Annual Report or this proxy statement, or if you do not wish to participate in householding and prefer to receive separate copies of future Annual Reports and/or proxy statements, please contact Computershare as indicated above. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. The Company hereby undertakes to deliver promptly upon written or oral request, a separate copy of the Annual Report to shareholders, or proxy statement, as applicable, to a Company shareholder at a shared address to which a single copy of the document was delivered.

The Annual Report is also available on the Investor Relations page of our website at www.fisglobal.com or on the SEC’s website at www.sec.gov/edgar. The content on our website does not constitute a part of this proxy statement.

Certain Information About our Directors

The FIS Board is diverse, with five of eleven independent directors being either gender or racially diverse. More broadly, the collective skills, talents, experiences and perspectives of the Board are also diverse. We have executives who have worked in the fields of banking, technology and financial services. We have several current or former CEOs, but also have directors who have had executive responsibilities globally in operations, finance, sales and legal functions. Their tenure on the FIS Board spans from several months to more than 19 years. All of this allows the directors to bring diversity of thought, background and experience to bear on the matters addressed by the Board.

The collective skills and experience of our board supports the strategy of our company

FIS is a global leader in financial services technology, with a focus on banking and payments, capital markets and merchant solutions. With a deep and broad set of solutions, FIS serves its global client base by providing the software and services that advance the way the world pays, banks and invests. The foundation of both the Company’s success and long-term growth strategy includes the following pillars.

Build, Buy, or Partner to Add Solutions to Win New Clients and Cross-sell to Existing Clients. We continue to invest in organic growth through internal software development as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to cross sell to existing clients and to capture the interest of new clients. We also partner from time to time with other entities to provide comprehensive offerings to our clients and prospects. By investing in solution innovation, we continue to expand our value proposition to our clients and prospects.

Support Our Clients Through Innovation. Changing market dynamics, particularly in the areas of digital delivery, information security, and regulation, are transforming the way our clients operate, which is driving incremental demand for our integrated solutions and services built around our intellectual property. As clients and prospects evaluate technology, business process changes and vendor risks, our depth of service capabilities enable us to become involved earlier in their planning and design process and assist them as they manage these changes.

Drive Efficiency and Scalability. We strive to improve the efficiency of our operations through investments in new technologies, processes and infrastructure modernization. We also leverage a one-to-many operating model to drive high incremental margins on revenue growth, while also providing cost-effective solutions for our clients.

Expansive Distribution. Through our global sales force and strategic commercial partnerships, we drive growth through client additions and through the expansion of existing client relationships in support of our clients’ growth ambitions. Our clients across our strategic global markets reach across the size spectrum from large enterprises and financial institutions, including global or multi-national clients, to small businesses and community or regional financial institutions.

Allocate Our Capital and Resources Strategically. As we make decisions with respect to building, buying or partnering to drive innovation in support of our clients, we prioritize the allocation of capital and other resources to the opportunities providing the highest client benefit and growth potential. We also continually review our portfolio of assets and businesses to assess their fit with our strategy and will from time to time decide to wind down or divest businesses or assets to redeploy capital to our areas of strategic focus. We believe that keeping our team and our capital strategically focused benefits our existing clients and our ability to win new clients.

The collective skills and experience of our directors are broad and support each of the pillars of our long-term growth strategy. The following chart summarizes those skills under several criteria critical to the success of FIS. Virtually all of our directors have expertise in these categories; however, we have only counted those directors in this chart whose experience in each category is deemed to be significant.

* Mr. D’Silva and Mr. Lamneck were appointed to the Board of Directors on March 16, 2022.

Board Committees (As of April 1, 2022)

* On March 16, 2022, Mr. D’Silva was appointed to the Risk and Technology Committee and Mr. Lamneck was appointed to the Audit Committee.

Director independence

Section 303A.02 of the NYSE Listing Standards, as approved by the SEC, sets the standard by which directors of publicly traded companies listed with the NYSE shall be deemed independent. Pursuant to Section 303A.02, the Board has determined that all current FIS directors, other than Mr. Norcross, are independent.

Information about the nominees for election

Our business is managed under the direction and oversight of our Board. The Articles of Incorporation and Bylaws of the Company provide that our Board shall consist of at least five and no more than fifteen directors. Our proposed nominees for election to the board consist of eleven non-employee directors and one management director. Each member of our Board is elected annually for a one-year term.

Each person elected will hold office until the 2023 annual meeting of shareholders or until his or her successor is duly elected and qualified, or until earlier resignation or removal. Our Board has no reason to believe that any nominee for director will be unable or unavailable to serve. However, if any nominee should for any reason become unable or unavailable to serve prior to the 2022 annual meeting of shareholders, proxies will be voted for another nominee selected by the Board. Proxies cannot be voted for more than twelve persons. Alternatively, at our Board’s discretion, proxies may be voted for fewer nominees as a result of a director’s inability or unavailability to serve.

The following is biographical information concerning the twelve nominees for election as directors of the Company:

The number of Public Company Boards listed for each nominee does not include their service on the FIS Board.

Nominees for election as director

				Ellen R. Alemany		Independent Director
				Director since: 2014   Age: 66		Committee Chair: Corporate Governance, Nominating and Sustainability   Committee Member: Audit, Executive   Public Company Boards: 2

Advisory vote on executive compensation

We hold a non-binding advisory “say on pay” vote every year, which received approval from 92% of the shares voted at our 2021 shareholders’ meeting.

As part of our commitment to continuous governance improvement, we seek input from our shareholders and proxy advisory firms regarding our executive compensation program, governance practices and ESG program. Similar to our prior engagement work, in 2021 we conducted a comprehensive shareholder engagement program where we sought meetings with our top 30 shareholders and proxy advisory firms, Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), to elicit input regarding these programs and practices. Our “listening tour” provided shareholders an opportunity to offer feedback on these programs. See Compensation Governance – Shareholder and Other Stakeholder Engagement on page 49 for an overview of our 2021 shareholder engagement program, the feedback we received from shareholders and the actions taken in response to such feedback.

Our approach and process to executive compensation is intended to ensure a strong link between pay and Company performance, a sound design of our compensation program, and strong executive compensation practices and governance. As discussed in the “Compensation Discussion and Analysis and Executive and Director Compensation” section of this proxy statement, the Board and the Compensation Committee of the Board (“Compensation Committee”) believe that our executive compensation program provides our named executive officers with a balanced compensation package that includes an appropriate base salary along with competitive annual and long-term incentive compensation opportunities. A majority of our executive compensation is comprised of performance-based incentive programs that are designed to reward our named executive officers on both an annual and long-term basis only if they attain certain specified goals. The Compensation Committee engaged an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to review, among other things, the compensation market and best practices.

We believe that our current executive compensation program directly links the compensation of our named executive officers to our financial performance and aligns the interests of our named executive officers with those of our shareholders. See Compensation Objectives - Pay for Performance Alignment on page 46. The Board and the Compensation Committee believe that the success of our compensation program is evidenced by our long-term financial performance and the resulting value creation for our shareholders.

Accordingly, we ask our shareholders to vote in favor of the following resolution at the annual meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis and Executive and Director Compensation section, the 2021 Summary Compensation Table and the other related tables and disclosures.”

		The Board recommends that the shareholders vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement.

Approval of the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan

Purpose of the Plan and Description of the Proposal

Our Board has approved the Fidelity National Information Services Inc. 2022 Omnibus Incentive Plan (the “2022 Omnibus Plan”) subject to the approval of our shareholders. Accordingly, we are seeking shareholder approval of the 2022 Omnibus Plan. The primary purpose of the 2022 Omnibus Plan is to authorize the share reserve available under the 2022 Omnibus Plan so that we can continue to provide equity-based incentive compensation to our employees, directors and consultants on a going-forward basis. The current Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (the “2008 Omnibus Plan”), which includes an employee stock purchase plan as a sub-plan of the 2008 Omnibus Plan (the “ESPP Sub-Plan”), was previously approved by shareholders at the 2018 annual meeting of shareholders.

Upon shareholder approval of the 2022 Omnibus Plan, the 2022 Omnibus Plan will supersede and replace the (i) 2008 Omnibus Plan, (ii) SunGard 2005 Management Incentive Plan, remaining shares under which were added to the 2008 Omnibus Plan on November 30, 2015, in conjunction with the acquisition of SunGard (the “SunGard Plan”) and (iii) Worldpay, Inc. 2012 Equity Incentive Plan and Worldpay, Inc. Employee Stock Purchase Plan, remaining shares under which were added to the 2008 Omnibus Plan on July 31, 2019, in conjunction with the acquisition of Worldpay (the “Worldpay Plans”). Upon shareholder approval of the 2022 Omnibus Plan, the 2008 Omnibus Plan, SunGard Plan and Worldpay Plans will no longer be available for any future awards, but will remain in effect with respect to outstanding awards previously granted under each such plan until no awards remain outstanding. No grants will be made under the 2008 Omnibus Plan, the Worldpay Plans or the SunGard Plan between April 1, 2022 and May 25, 2022, the effective date of the 2022 Omnibus Plan, other than stock purchases for participant contributions and related matching contributions under the Employee Stock Purchase Plan.

In addition, the 2008 Omnibus Plan includes the ESPP Sub-Plan, which authorizes the use of shares under the 2008 Omnibus Plan for stock purchases and related matching contributions. Pursuant to Proposal No. 4, the 2022 Employee Stock Purchase Plan will become a new stand-alone plan, subject to the approval of our shareholders. Upon shareholder approval of the 2022 Omnibus Plan and the 2022 Employee Stock Purchase Plan, the ESPP Sub-Plan, will no longer be available for any future participant contributions and matching contributions, but will remain in effect with respect to participant contributions made prior to May 25, 2022 and any subsequent matching contributions made with respect to these participant contributions.

Subject to adjustment as described in the 2022 Omnibus Plan, the authorized shares available for issuance under the 2022 Omnibus Plan will be 27,600,000 shares.

The Company has successfully used stock awards under the 2008 Omnibus Plan to attract, retain and incentivize highly qualified executives and other key employees. The 2022 Omnibus Plan is necessary to ensure that the Company maintains the ability to continue attracting, retaining and incentivizing highly qualified executives and other key employees in the future. Based on our prior grant practices, and assuming future grant practices are consistent with past practice, we expect that the 27,600,000 new shares will be sufficient to provide a competitive equity incentive program for a meaningful period of time. If the 2022 Omnibus Plan is not approved by the Company’s shareholders at the annual meeting, we anticipate exhausting the current share reserve under the 2008 Omnibus Plan in 2022.

The 2008 Omnibus Plan originally authorized the grant of awards in respect of an aggregate of 11,200,000 shares of our common stock and was amended effective May 27, 2015 to authorize the grant of awards in respect of an additional 12,000,000 shares of our common stock. The 2008 Omnibus Plan also included an additional 10,000,000 shares of our common stock available under the SunGard Plan, which was added to the 2008 Omnibus Plan on November 30, 2015 in conjunction with the acquisition of SunGard and 23,713,960 shares of our common stock available under the Worldpay Plans, which were added to the 2008 Omnibus Plan on July 31, 2019, in conjunction with the acquisition of Worldpay. As of April 1, 2022, 4,337,536 shares were available for future awards under the 2008 Omnibus Plan and 16,904,235 shares (assuming the performance stock units achieve maximum performance) were subject to outstanding awards granted under the 2008 Omnibus Plan⁽¹⁾. Employees, directors and consultants of FIS and our subsidiaries are eligible to receive awards under the 2008 Omnibus Plan.

The 2008 Omnibus Plan first became effective on May 29, 2008 and was amended and restated effective as of May 30, 2018 and further amended as of October 22, 2020. The proposed 2022 Omnibus Plan will become effective on May 25, 2022 if it is approved by the Company’s shareholders at the annual meeting. If the 2022 Omnibus Plan is not approved by the Company’s shareholders at the annual meeting, then the 2008 Omnibus Plan as currently in effect will remain in effect with any shares previously authorized under the 2008 Omnibus Plan remaining available for future awards under the 2008 Omnibus Plan.

The purpose of the 2022 Omnibus Plan is to optimize our profitability and growth through incentives that are consistent with our goals and that link the personal interests of participants to those of our shareholders. The 2022 Omnibus Plan is further intended to provide us flexibility in our ability to incentivize, attract and retain the services of employees, directors and consultants who make significant contributions to our success as part of our pay for performance philosophy and to allow such individuals to share in our success.

Our general compensation philosophy is that long-term incentive compensation should closely align the interests of our officers, directors and key employees with the interests of our shareholders, as more fully described under the “Compensation Discussion and Analysis and Executive and Director Compensation” section of this proxy statement. We believe that our equity-based long-term incentive program has been very effective over the years in enabling us to attract and retain the talent critical to operate as a global provider of technology services to financial institutions. We believe that stock ownership has focused our key employees on improving our performance, and has helped to create a culture that encourages employees to think and act as shareholders. Participants in our long-term incentive compensation program generally include our officers, directors and certain key employees. The financial services industry is highly competitive and we view such awards as necessary to compete for and retain talent.

We believe that our equity programs and our emphasis on employee stock ownership have been integral to our success in the past and are important to our ability to achieve our corporate performance goals in the years ahead. We believe that the ability to attract, retain and motivate talented employees is critical to long-term Company performance and shareholder returns, and that the 2022 Omnibus Plan will enable us to continue to align executive and shareholder interests consistent with our long-term incentive compensation philosophy. For these reasons, we consider approval of the 2022 Omnibus Plan important to our future success.

Key Data

The following table includes information regarding outstanding equity awards and shares available for future awards under all of the Company’s equity plans as of April 1, 2022 (and without giving effect to approval of the 2022 Omnibus Plan under this Proposal No. 3):

The closing price of a share of the Company’s common stock on April 1, 2022 was $103.37.

Burn Rate

The following table sets forth information regarding time-vested and performance-based equity awards granted over each of the last three fiscal years.

Description of the 2022 Omnibus Plan

The complete text of the 2022 Omnibus Plan is set forth as Annex A hereto. The following is a summary of the material features of the 2022 Omnibus Plan and is qualified in its entirety by reference to Annex A. Defined Terms that are used herein and not otherwise defined shall have the meaning assigned to them in the 2022 Omnibus Plan.

Effective Date and Duration

If approved by our shareholders, the 2022 Omnibus Plan will become effective on May 25, 2022. The term of the 2022 Omnibus Plan ends on March 31, 2032, which will be the tenth anniversary of the date on which our Board approved the 2022 Omnibus Plan. The 2022 Omnibus Plan will remain in effect with respect to outstanding awards until no awards remain outstanding.

Amendment and Termination

The 2022 Omnibus Plan may be amended or terminated by our Board at any time, subject to certain limitations, and, subject to limitations under the 2022 Omnibus Plan, the awards granted under the 2022 Omnibus Plan may be amended by the Compensation Committee at any time, provided that no such action with respect to the 2022 Omnibus Plan or an award may, without a participant’s written consent, adversely affect in any material way any previously granted award. No amendment that would require shareholder approval under the listing standards of the New York Stock Exchange or to comply with securities laws may become effective without shareholder approval.

Administration of the 2022 Omnibus Plan

The 2022 Omnibus Plan will be administered by our Compensation Committee or another committee selected by our Board, any of which we refer to as the committee. The members of the committee are appointed from time to time by, and serve at the discretion of, the Board. The committee has the full power to select employees, directors and consultants who will participate in the 2022 Omnibus Plan; determine the size and types of awards; determine the terms and conditions of awards; construe and interpret the 2022 Omnibus Plan and any award agreement or other instrument entered into under the 2022 Omnibus Plan; establish, amend and waive rules and regulations for the administration of the 2022 Omnibus Plan; and, subject to certain limitations, amend the terms and conditions of outstanding awards. The committee’s determinations and interpretations under the 2022 Omnibus Plan are binding on all interested parties. The committee is empowered to delegate its administrative duties and powers as it may deem advisable, in its sole discretion, to the extent permitted by law.

Shares Subject to the 2022 Omnibus Plan

Awards under the 2022 Omnibus Plan may be made in FIS common stock, subject to adjustment as described in the 2022 Omnibus Plan. We are asking our shareholders to approve the share reserve under the 2022 Omnibus Plan at 27,600,000 shares, subject to adjustment as described in the 2022 Omnibus Plan. Upon shareholder approval of the 2022 Omnibus Plan, the 2008 Omnibus Plan, SunGard Plan and Worldpay Plans will no longer be available for any future awards, but will remain in effect with respect to outstanding awards previously granted under each such plan until no awards remain outstanding.

If any outstanding award (i.e., restricted stock, restricted stock units, performance shares, performance units or stock options) under the 2008 Omnibus Plan is canceled, forfeited, terminates or is settled in cash after the effective date of the 2022 Omnibus Plan, the shares related to that award will be available again under the 2022 Omnibus Plan. If any award (i.e., restricted stock, restricted stock units, performance share, performance units or stock options) under the 2022 Omnibus Plan is canceled, forfeited, terminates or is settled in cash, the shares related to that award will not be treated as having been delivered under the 2022 Omnibus Plan and will be available again under the 2022 Omnibus Plan.

If shares are tendered by a participant, returned to or withheld by the Company, in each case, in satisfaction of taxes relating to a full-value award (i.e., restricted stock, restricted stock units, performance shares or performance units) or in connection with a cash out of a full-value award, such shares shall be available again under the 2022 Omnibus Plan. If shares are tendered by a participant, returned to or withheld by the Company, in each case, in satisfaction of (i) the exercise price of a stock option (an “Option”) or (ii) taxes relating to an Option or stock appreciation rights (“SARs”), such shares shall not become available again under the Plan. Shares repurchased on the open market with the proceeds of an Option exercise shall not become available again under the 2022 Omnibus Plan. Any SAR issued under the 2022 Omnibus Plan will be counted as one share issued for each share subject to the SAR regardless of whether the Company issues net shares to the participant.

For purposes of determining the number of shares available for grant as incentive stock options, only shares that are subject to an award that expires or is canceled, forfeited or settled in cash shall be treated as not having been issued under the 2022 Omnibus Plan.

In the event of any equity restructuring, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through a large, nonrecurring cash dividend, the committee shall cause an equitable adjustment to be made (i) in the number and kind of shares of our common stock that may be delivered under the 2022 Omnibus Plan, (ii) in the individual annual limitations on each type of award under the 2022 Omnibus Plan and (iii) with respect to outstanding awards, in the number and kind of shares subject to outstanding awards, the exercise price, grant price or other price of shares subject to outstanding awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding awards, in the case of (i), (ii) and (iii) to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the committee may, in its sole discretion, cause an equitable adjustment as described in the foregoing sentence to be made, to prevent dilution or enlargement of rights.

Repricing

Neither FIS nor our compensation committee may (i) reduce the exercise price of outstanding options or stock appreciation rights (except to the extent described above in the event of an equity restructuring or other change in corporate capitalization), (ii) cancel options or stock appreciation rights and grant substitute options or stock appreciation rights with a lower exercise price, or (iii) cancel outstanding underwater options or stock appreciation rights in exchange for cash or other securities or awards.

Eligibility and Participation

Eligible participants in the 2022 Omnibus Plan include all employees, directors and consultants of FIS and our subsidiaries, as determined by the committee. Because the 2022 Omnibus Plan provides for broad discretion in selecting which eligible persons will participate, and in making awards, the total number of persons who will actually participate in the 2022 Omnibus Plan and the benefits that will be provided to the participants cannot be determined at this time. As of April 1, 2022, there were approximately 7,190 employees, directors and consultants participating in the 2008 Omnibus Plan.

Awards under the 2022 Omnibus Plan

Grants under the 2022 Omnibus Plan may be made in the form of stock options, SARs, restricted stock, restricted stock units, which we refer to as RSUs, performance shares, performance units, and other cash or stock-based awards.

Maximum Grants under the 2022 Omnibus Plan

Subject to adjustment pursuant to the anti-dilution provisions of the 2022 Omnibus Plan, the following limits apply to awards: (i) the maximum number of our shares with respect to which Options or SARs may be granted to any one non-employee director in any fiscal year for non-employee director awards is 50,000 shares; and (ii) the maximum aggregate amount of awards (other than Options or SARs) that can be awarded to any one non-employee director in any one fiscal year is a number of shares having an aggregate fair market value not to exceed $1,000,000.

Types of Awards

Following is a general description of the types of awards that may be granted under the 2022 Omnibus Plan. Terms and conditions of awards will be determined on a grant-by-grant basis by the committee, subject to limitations contained in the 2022 Omnibus Plan.

Stock Options. The committee may grant incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”) or a combination thereof under the 2022 Omnibus Plan. The exercise price for each such award will be at least equal to 100% of the fair market value of a share of our common stock on the date of grant (110% of fair market value in the case of an ISO granted to a person who owns more than 10% of the voting power of all classes of stock of FIS or any subsidiary). Options will expire at such times and will have such other terms and conditions as the committee may determine at the time of grant; provided, however, that no option may be exercisable later than the tenth anniversary of its grant (fifth anniversary in the case of an ISO granted to a person who owns more than 10% of the voting power of all classes of stock of FIS or any subsidiary).

The exercise price of options granted under the 2022 Omnibus Plan may be paid in cash, by tendering previously acquired shares of common stock having a fair market value equal to the exercise price, through broker-assisted cashless exercise or any other means permitted by the committee consistent with applicable law or by a combination of any of the permitted methods.

Stock options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and are exercisable during a participant’s lifetime only by the participant. Stock options may not be transferred for consideration. The committee may also award dividend equivalent payments in connection with a stock option.

Stock Appreciation Rights. SARs granted under the 2022 Omnibus Plan may be in the form of freestanding SARs (SARs granted independently of any option), tandem SARs (SARs granted in connection with a related option) or a combination thereof. The grant price of a freestanding SAR will be equal to the fair market value of a share of common stock on the date of grant. The grant price of a tandem SAR will be equal to the exercise price of the related option.

Freestanding SARs may be exercised upon such terms and conditions as are imposed by the committee and set forth in the SAR award agreement. Tandem SARs may be exercised only with respect to the shares of common stock for which its related option is exercisable.

Upon exercise of a SAR, a participant will receive the product of the excess of the fair market value of a share of common stock on the date of exercise over the grant price multiplied by the number of shares with respect to which the SAR is exercised. Payment upon SAR exercise may be in cash, in shares of common stock of equivalent value, or in some combination of cash and shares, as determined by the committee. The committee may also award dividend equivalent payments in connection with SARs.

Restricted Stock. Restricted stock is an award of FIS common stock that is non-transferable and subject to a substantial risk of forfeiture until vesting conditions, which can be related to continued service or other conditions established by the committee, are satisfied. Holders of restricted stock may receive dividends and voting rights. If the vesting conditions are not satisfied, the participant forfeits the shares (including any dividends credited to such shares).

Restricted Stock Units and Performance Shares. RSUs and performance shares (including performance stock units) represent a right to receive shares of common stock, an equivalent amount of cash, or a combination of shares and cash, as the committee may determine, if vesting conditions are satisfied. The holders of such award will also be provided with the right to receive dividend equivalent payments in connection with such awards, which will be subject to the same restrictions and vesting conditions applicable to the underlying awards. RSUs may contain vesting conditions based on continued service or other conditions established by the committee. Performance shares may contain vesting conditions based on attainment of performance goals established by the committee in addition to service conditions.

Performance Units. Performance units are awards that entitle a participant to receive shares of common stock, cash or a combination of shares and cash if certain performance conditions are satisfied. The amount received depends upon the value of the performance units and the number of performance units earned, each of which is determined by the committee. The holders of such award will also be provided with the right to receive dividend equivalent payments in connection with such awards, which will be subject to the same restrictions and vesting conditions applicable to the underlying awards.

Other Cash and Stock-Based Awards. Other cash and stock-based awards are awards other than those described above, the terms and conditions of which are determined by the committee. These awards may include, without limitation, the grant of shares of our common stock based on attainment of performance goals established by the committee, the payment of shares as a bonus or in lieu of cash based on attainment of performance goals established by the committee, and the payment of shares in lieu of cash under an incentive or bonus program. Payment under or settlement of any such awards will be made in such manner and at such times as the committee may determine.

Dividend Equivalents. Dividend equivalents granted to participants will represent a right to receive payments equivalent to dividends with respect to a specified number of shares.

Limitation on Dividends and Dividend Equivalents. If dividends or dividend equivalents are granted with respect to awards, the dividends or dividend equivalents will be accumulated or reinvested and paid only after the vesting conditions are met.

Replacement Awards. Replacement awards are awards issued in substitution of awards granted under equity-based incentive plans sponsored or maintained by an entity with which we engage in a merger, acquisition or other business transaction, which awards are outstanding immediately prior to such transaction. Replacement awards

shall have substantially the same terms and conditions as the award it replaces; provided, however, that the number of shares, the exercise price, grant price or other price of shares, any performance conditions, or the market price of underlying shares or per-share results may differ from the awards they replace to the extent such differences are determined to be appropriate and equitable by the committee, in its sole discretion.

Performance Goals

Performance goals, which are established by the committee, may include the following performance measures, without limitation, earnings per share, economic value created, net income (before or after taxes), operating income, earnings before interest, income taxes, depreciation and amortization (EBITDA), adjusted net income after capital charge, return on assets (actual or targeted growth), return on capital (actual or targeted growth), return on equity (actual or targeted growth), return on investment (actual or targeted growth), revenue (actual or targeted growth), cash flow, operating margin (actual or targeted growth), share price, share price growth, total shareholder return, and strategic business criteria consisting of one or more objectives based on meeting specified market penetration goals, sales goals, productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and employee benefits, or supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures. The targeted level or levels of performance with respect to such performance measures may be established at such levels and on such terms as the committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.

The committee may make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events, including, for example, events affecting us or our financial statements or changes in applicable laws, regulations, or accounting principles, whenever the committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2022 Omnibus Plan.

Clawback

Any awards granted pursuant to the 2022 Omnibus Plan shall be subject to the Company’s Incentive Compensation Clawback Policy, as the same may be amended from time to time.

Termination of Employment or Service

Each award agreement will set forth the participant’s rights with respect to the award following termination of employment or service.

Qualified Retirement Equity Program

Participants with awards granted under the 2022 Omnibus Plan will be eligible for the benefits provided under the Company’s Qualified Retirement Equity Program effective as of January 1, 2021, as the same may be amended from time to time (the “Program”). The Program is a benefit available to holders of awards who satisfy certain eligibility and notice requirements, which provides for continued vesting of certain qualifying unvested awards following a Qualified Retirement (as defined below) from the Company. Upon satisfying the proper advance written notice requirement, an eligible participant’s qualifying awards will not be forfeited upon a Qualified

Retirement, but will continue to vest in accordance with the terms of their respective grant agreements, contingent upon continued compliance with the restrictive covenants in their respective grant agreements and execution of a release. A “Qualified Retirement” means an employee who has accumulated a minimum of 65 points based upon age plus years of service (1 point per year, measured in whole years). The minimum age for a Qualified Retirement is 55 years old and the minimum years of service is 5 years.

Change in Control

Upon the occurrence of a change in control (as defined below), unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, in general (i) any and all outstanding options and SARs granted under the 2022 Omnibus Plan will become immediately exercisable, provided, however, that the Compensation Committee may instead provide that such awards shall be automatically cashed out upon a change in control, (ii) any restriction imposed on restricted stock, RSUs and other awards granted under the 2022 Omnibus Plan will lapse, and (iii) any and all performance shares, performance units and other awards granted under the 2022 Omnibus Plan with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level. However, if any award granted under the 2022 Omnibus Plan is assumed or a substantially equivalent award is substituted therefor in connection with a change in control, the above shall not apply to such assumed or substantially equivalent award, to the extent then outstanding, unless and until the later of (i) the date on which the participant experiences an involuntary termination or (ii) the occurrence of the change in control; provided that any such award that is considered deferred compensation subject to Code Section 409A, settlement of such award shall be made pursuant to its original schedule if necessary to comply with Section 409A. A participant will be deemed to experience an “involuntary termination” if the participant’s employment or service is terminated other than for “cause” (as such term is defined in the participant’s award agreement) or the participant resigns for “good reason” (as such term is defined in the Participant’s Award Agreement, but only if “good reason” termination applies under such Award Agreement), in each case, at any time within three (3) months preceding, or twenty-four (24) months following, the change in control.

For purposes of the 2022 Omnibus Plan, the term “change in control” is defined as the occurrence of any of the following events:

Transferability

Awards generally will be non-transferable except upon the death of a participant, although the committee may permit a participant to transfer awards (for example, to family members or trusts for family members) subject to such conditions as the committee may establish. NQSOs and SARs may not be transferred for value or consideration.

Deferrals

The committee may permit the deferral of vesting or settlement of an award and may authorize crediting of dividends or interest or their equivalents in connection with any such deferral. Any such deferral and crediting will be subject to the terms and conditions established by the committee and any terms and conditions of the plan or arrangement under which the deferral is made.

Tax Withholding

We may deduct or withhold, or require a participant to remit, an amount sufficient to satisfy federal, state, local, domestic or foreign taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the 2022 Omnibus Plan. The committee may require or permit participants to elect that the withholding requirement be satisfied, in whole or in part, by having us withhold, or by tendering to us, shares of our common stock having a fair market value equal to the maximum withholding obligation.

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences relating to options awarded under the 2022 Omnibus Plan. This summary is based on our understanding of present U.S. federal income tax law and regulations. The summary does not purport to be complete or applicable to every specific situation.

Consequences to the Optionholder

Grant. There are no U.S. federal income tax consequences to the optionholder solely by reason of the grant of ISOs or NQSOs under the 2022 Omnibus Plan.

Exercise. The exercise of an ISO is not a taxable event for regular U.S. federal income tax purposes if certain requirements are satisfied, including the requirement that the optionholder generally must exercise the ISO no later than three months following the termination of the optionholder’s employment with FIS. However, such exercise may give rise to alternative minimum tax liability (see “Alternative Minimum Tax” below).

Upon the exercise of an NQSO, the optionholder will generally recognize ordinary income in an amount equal to the excess of the fair market value of the shares of common stock at the time of exercise over the amount paid therefor by the optionholder as the exercise price. The ordinary income, if any, recognized in connection with the exercise by an optionholder of an NQSO will be subject to both wage and employment tax withholding if the optionholder is an employee.

The optionholder’s tax basis in the shares acquired pursuant to the exercise of an option will be the amount paid upon exercise plus, in the case of an NQSO, the amount of ordinary income, if any, recognized by the optionholder upon exercise thereof.

Qualifying Disposition. If an optionholder disposes of shares of common stock acquired upon exercise of an ISO in a taxable transaction, and such disposition occurs more than two years from the date on which the option was granted and more than one year after the date on which the shares were transferred to the optionholder pursuant to the exercise of the ISO, the optionholder will recognize long-term capital gain or loss equal to the difference between the amount realized upon such disposition and the optionholder’s adjusted basis in such shares (generally the option exercise price).

Disqualifying Disposition. If the optionholder disposes of shares of common stock acquired upon the exercise of an ISO (other than in certain tax free transactions) within two years from the date on which the ISO was granted or within one year after the transfer of shares to the optionholder pursuant to the exercise of the ISO, at the time of disposition the optionholder will generally recognize ordinary income equal to the lesser of (i) the excess of each such share’s fair market value on the date of exercise over the exercise price paid by the optionholder or (ii) the optionholder’s actual gain (i.e., the excess, if any, of the amount realized on the disposition over the exercise price paid by the optionholder). If the total amount realized in a disqualifying disposition (including return of capital and capital gain) exceeds the fair market value on the date of exercise of the shares of common stock purchased by the optionholder under the option, the optionholder will recognize a capital gain in the amount of such excess. If the optionholder incurs a loss on the disposition (i.e., if the total amount realized is less than the exercise price paid by the optionholder), the loss will be a capital loss.

Other Disposition. If an optionholder disposes of shares of common stock acquired upon exercise of an NQSO in a taxable transaction, the optionholder will recognize capital gain or loss in an amount equal to the difference between the optionholder’s basis (as discussed above) in the shares sold and the total amount realized upon disposition. Any such capital gain or loss (and any capital gain or loss recognized on a disqualifying disposition of shares of common stock acquired upon exercise of ISOs as discussed above) will be short-term or long-term depending on whether the shares of common stock were held for more than one year from the date such shares were transferred to the optionholder.

Alternative Minimum Tax. In the U.S., alternative minimum tax, or AMT, is payable if and to the extent the amount thereof exceeds the amount of the taxpayer’s regular tax liability, and any AMT paid generally may be credited against future regular tax liability (but not future AMT liability). AMT applies to alternative minimum taxable income.

For AMT purposes, upon exercise of an ISO (but not an NQSO) the amount by which the fair market value of the shares of common stock acquired upon exercise exceeds the exercise price of the ISO will be included in alternative minimum taxable income, and the taxpayer will receive a tax basis equal to the fair market value of the shares of common stock at such time for subsequent AMT purposes. However, if the optionholder disposes of the ISO shares in the year of exercise, the AMT income cannot exceed the gain recognized for regular tax purposes, provided that the disposition meets certain third-party requirements for limiting the gain on a disqualifying disposition. If there is a disqualifying disposition in a year other than the year of exercise, the income on the disqualifying disposition is not considered alternative minimum taxable income.

Consequences to FIS

There are no U.S. federal income tax consequences to FIS by reason of the grant of ISOs or NQSOs or the exercise of an ISO (other than disqualifying dispositions).

At the time the optionholder recognizes ordinary income from the exercise of an NQSO, we will generally be entitled to a U.S. federal income tax deduction in the amount of the ordinary income so recognized (as described above). To the extent the optionholder recognizes ordinary income by reason of a disqualifying disposition of the stock acquired upon exercise of an ISO, we will generally be entitled to a corresponding deduction in the year in which the disposition occurs.

We are required to report to the Internal Revenue Service any ordinary income recognized by any optionholder by reason of the exercise of an NQSO or upon a disqualifying disposition of an ISO. We are required to withhold income and employment taxes (and pay the employer’s share of employment taxes) with respect to ordinary income recognized by employee optionholders upon the exercise of an NQSO, but not upon a disqualifying disposition of an ISO.

Stock Appreciation Rights

A participant generally will not realize taxable income at the time a SAR is granted. Upon settlement of a SAR, the participant will recognize as ordinary income the amount of cash received or, if the right is paid in shares of our common stock, the fair market value of such shares at the time of payment. We will generally be allowed a tax deduction in the taxable year the participant includes the amount in income.

Restricted Stock

A participant generally does not realize taxable ordinary income as a result of receiving a restricted stock grant, and we are not entitled to a deduction for U.S. federal income tax purposes at the time of the grant, provided that the shares are not transferable and are subject to restrictions constituting a “substantial risk of forfeiture.” When the restrictions lapse, the participant will be deemed to have received taxable ordinary income equal to the fair market value of the shares underlying the award at the time of lapse. An amount equal to the compensation included in the participant’s income will generally be deductible by us in the taxable year of inclusion. The participant’s tax basis in the shares will be equal to the fair market value of such shares on the date the restrictions lapse. Any gain realized upon disposition of such shares is taxable as capital gain income, with the applicable tax rate depending upon, among other things, how long such shares were held following the lapse of the restrictions.

Under certain circumstances, a participant may, within thirty days after transfer of the restricted shares, irrevocably elect under section 83(b) of the Code to include in the year in which such restricted shares are transferred as gross income, the fair market value of such shares, which is determined as of the date of transfer and without regard to any restriction other than a restriction that by its terms will never lapse. A copy of this election must be provided to us. The basis of such shares will be equal to the amount included in income. The holding period for capital gains purposes begins when the shares are transferred to the participant. If such shares are forfeited before the restrictions lapse, the forfeiture will be treated as a sale or exchange and no tax deduction will be allowed for the amount included in income as a result of the original election.

Restricted Stock Units, Performance Shares, Performance Units and Other Awards

Restricted stock units, performance shares, performance units and other awards granted under the 2022 Omnibus Plan are generally not subject to tax at the time of the award but are subject to ordinary income tax at the time of payment, whether paid in cash or shares of our common stock. With respect to such awards, we will generally be allowed a tax deduction for the amount included in the taxable income of the participant in the taxable year of inclusion.

Section 162(m) Deduction Limitation

Generally, our ability to take tax deductions may be limited under Section 162(m) of the Internal Revenue Code, which places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain covered employees, including our named executive officers.

Other Tax Consequences

The foregoing discussion is not a complete description of the federal income tax aspects of awards granted under the 2022 Omnibus Plan. In addition, administrative and judicial interpretations of the application of the U.S. federal income tax laws are subject to change. Furthermore, the foregoing discussion does not address state or local tax consequences or the tax consequences of foreign jurisdictions.

Outstanding Equity Awards under the 2008 Omnibus Plan

The future benefits that will be received under the 2022 Omnibus Plan by particular individuals or groups are not determinable at this time. As of April 1, 2022, under the 2008 Omnibus Plan and assuming the performance stock units at target, Gary A. Norcross had 1,854,370 options and 386,580 shares of restricted and performance stock units outstanding, Martin R. Boyd had 151,465 options and 62,219 shares of restricted and performance stock units outstanding, Stephanie L. Ferris had 180,620 options and 136,536 shares of restricted and performance stock units outstanding, James W. Woodall had 689,464 options and 144,582 shares of restricted and performance stock units outstanding, Bruce F. Lowthers had 198,741 options and 81,894 shares of restricted and performance stock units outstanding, and Asif Ramji had 5,851 options and zero shares of restricted and performance stock units outstanding. All current executive officers as a group had 3,418,802 options and 1,046,857 shares of restricted and performance stock units outstanding under the 2008 Omnibus Plan. All directors who are not executive officers as a group had 17,823 options and 28,385 shares of restricted stock units outstanding under the 2008 Omnibus Plan as of April 1, 2022. As of April 1, 2022, no associates of such directors, executive officers or nominees have received options or restricted stock under the 2008 Omnibus Plan. All employees, including all current officers who are not executive officers, as a group had 5,509,361 options and 3,908,267 shares of restricted and performance stock or units outstanding under the 2008 Omnibus Plan as of April 1, 2022.

Subject to shareholder approval, the 2022 Omnibus Plan will become effective on May 25, 2022.

		The Board recommends that the shareholders vote “FOR” approval of the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan.

Approval of the Fidelity National Information Services, Inc. Employee Stock Purchase Plan

Purpose of the Plan and Description of the Proposal

In 2018, our Board and our shareholders approved an amendment to the 2008 Omnibus Plan to form the ESPP Sub-Plan under the 2008 Omnibus Plan. The Board has now determined that it is advisable to maintain an employee stock purchase plan as a stand-alone plan and approved the Fidelity National Information Services, Inc. Employee Stock Purchase Plan (the “2022 ESPP”), subject to approval of our shareholders. Accordingly, we are seeking shareholder approval of the 2022 ESPP which contains the same general purchase terms as the ESPP Sub-Plan. Upon shareholder approval of the 2022 Employee Stock Purchase Plan, the ESPP Sub-Plan, will no longer be available for any future participant contributions and matching contributions, but will remain in effect with respect to participant contributions made prior to May 25, 2022 and any subsequent matching contributions made with respect to these participant contributions.

The 2022 ESPP allows participating employees to elect to have a portion of their pay deducted and used to purchase shares of FIS common stock on the open market, with no discount or subsidy by FIS, and for the Company to make matching contributions that are used to purchase additional shares of FIS common stock on the open market for the employee if the employee satisfies certain continued employment requirements. For employees, including our named executive officers, the matching contribution will be 25% of the amount they contributed during the quarter that is one year earlier than the quarter for which the matching contribution is made as long as the shares purchased are held by the participant for one year. The matching contributions, together with the employee payroll deductions, are used to purchase shares of our common stock on the open market. Accordingly, this proposal creates no shareholder dilution.

Description of the 2022 ESPP

The 2022 ESPP is intended to provide an incentive to attract and retain employees and to increase employee morale and investment in FIS by allowing employees to accumulate funds, through payroll deductions and employer matching contributions, which are then used to purchase shares of FIS common stock on the open market. Participation in the 2022 ESPP is voluntary. The 2022 ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

The complete text of the 2022 ESPP is set forth as Annex B hereto. The following is a summary of the material features of the 2022 ESPP and is qualified in its entirety by reference to Annex B. Defined Terms that are used herein and not otherwise defined shall have the meaning assigned to them in the 2022 ESPP.

Amendment and Termination

Since future conditions affecting FIS cannot be anticipated or foreseen, the 2022 ESPP may be amended or terminated by the Board or the Compensation Committee at any time, provided that no such action may, without a participant’s consent, adversely affect any rights previously granted to such participant. No amendment that would require shareholder approval under NYSE listing standards or applicable law may become effective without shareholder approval.

Administration of the 2022 ESPP

The 2022 ESPP is administered by the Compensation Committee of the Board. The Compensation Committee has full power and authority to designate agents to carry out responsibilities relating to the 2022 ESPP, to administer, interpret and construe the terms of the 2022 ESPP, to answer all questions that may arise under the 2022 ESPP, to establish rules and procedures for administering the 2022 ESPP, and to perform such further acts as it may deem necessary or appropriate for the operation of the 2022 ESPP. The Compensation Committee’s actions and determinations under the 2022 ESPP are conclusive and binding on all interested parties.

Shares Available for Purchase

Subject to adjustment as described below, the maximum number of shares of FIS common stock that may be purchased pursuant to matching contributions under the 2022 ESPP on or after the effective date is 5,000,000 shares. The 2022 ESPP does not contain a limit on the number of shares of FIS common stock purchased on the open market by employees with amounts they elect to have deducted from their pay. In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting our common stock, such adjustment will be made to the number and kind of shares that may be purchased pursuant to the 2022 ESPP and the number and kind of shares held in each participant’s share account, as may be determined to be appropriate and equitable by the committee to prevent dilution or enlargement of rights.

Eligibility and Participation

The 2022 ESPP is a broad-based benefit plan available to all eligible employees of the Company. Eligible employees generally include all employees of FIS and any participating parent or subsidiary who have completed 90 days of employment, as well as employees who were employed by an organization that is part of a corporate transaction if (1) such corporate transaction documents provide for such immediate eligibility or (2) the 2022 ESPP administrator so decides. Based on our current number of employees, it is estimated that approximately 60,113 employees are eligible to participate in the 2022 ESPP. Employees that beneficially own more than five percent (5%) of the Company’s issued and outstanding common stock shall be excluded from participation in the Plan.

Payroll Deductions

Participants may elect to contribute an amount between 3% and 15% of their base salary or base pay into the 2022 ESPP through payroll deduction. The amount of each employee’s contribution will be credited to his or her account and used to purchase shares of FIS common stock on the open market, with no discount or subsidy by FIS. Participants may increase or decrease their rate of payroll deduction or suspend their participation in the 2022 ESPP at any time.

Matching Contributions

During the month following the end of each calendar quarter, FIS will make a matching contribution to the account of each participant who has been continuously employed by FIS or a participating subsidiary for the preceding year, as long as the shares purchased are held by the participant for one year. For officers of FIS and

employees, matching contributions will be equal to 25% of the amount contributed by the employee during the quarter that is one year earlier than the quarter for which the matching contribution is made. If approved by FIS’s shareholders, this matching contribution feature will become effective as of the date of the annual meeting.

Purchase of Stock

As soon as administratively practicable following the close of each payroll period or, with respect to matching contributions, the quarter end (in each case, the purchase date), the amount credited to a participant’s account will be transferred to a broker and used to purchase shares of FIS common stock on the open market. The purchase price of the shares is not discounted or subsidized by FIS. On April 1, 2022, the closing sale price of a share of FIS common stock was $103.37. Any balance remaining after the purchase will be carried forward and used to purchase additional shares of FIS common stock as of the next purchase date.

Shares purchased by participants under the 2022 ESPP will be posted as soon as practicable after each purchase date to a share account established on behalf and in the name of each participant by the broker. Dividends on shares purchased and held in a participant’s share account will be credited to such participant’s share account and may be used to purchase additional shares of our common stock as of the next purchase date. Certificates representing the shares purchased and held in a participant’s share account will be delivered to the participant upon his or her request. Alternatively, a participant may request the broker to sell on the participant’s behalf any or all of the shares of common stock held in his or her share account.

Qualified Retirement Equity Program

Participants in the 2022 ESPP will be eligible for the benefits provided under the Company’s Qualified Retirement Equity Program effective as of January 1, 2021, as the same may be amended from time to time (the “Program”). The Program is a benefit available to participants in the 2022 ESPP who satisfy certain eligibility and notice requirements, which provides for continued receipt of matching contributions under the 2022 ESPP following a Qualified Retirement (as defined below) from the Company. Upon satisfying the proper advance written notice requirement, eligible participants in the 2022 ESPP will continue to vest and receive the quarterly Company matching contributions under the 2022 ESPP following a Qualified Retirement for all participant contributions previously made by the eligible participant in the final 12-month period of the participant’s employment. A “Qualified Retirement” means an employee who has accumulated a minimum of 65 points based upon age plus years of service (1 point per year, measured in whole years). The minimum age for a Qualified Retirement is 55 years old and the minimum years of service is 5 years.

Termination of Employment

Upon a participant’s termination of employment, the participant will cease to be a participant in the 2022 ESPP. Any cash contributed to the 2022 ESPP for the participant which has not been used to purchase shares prior to such date of termination will be transferred to the participant’s share account. The broker will continue to maintain the participant’s share account on behalf of the participant; however, the participant’s share account will cease to be administered under or have any other affiliation with the 2022 ESPP. As of the date of the participant’s termination of employment, the participant will be required to pay for any and all expenses and costs related to his or her share account.

New Plan Benefits

Except as described below, the benefits or amounts that might be received by employees in the future under the 2022 ESPP are not determinable because the benefits depend upon, among other factors, the degree of

participation by employees and the amount that each participating employee chooses to contribute. If the 2022 ESPP is approved by shareholders, the matching feature in the 2022 ESPP would apply to participant contributions made in calendar quarters ended March 31 (with the match occurring in April), June 30 (with the match occurring in July), September 30 (with the match occurring in October) and December 31 (with the match occurring in January).

The table below shows the aggregate amount of such matching contributions that would be made to the individuals and groups noted in the table, based on participant contributions that were made during the calendar quarters described in the preceding sentence (assuming each participating employee satisfies the employment requirements in the plan). We estimated the number of shares that could be purchased with the matching contributions based on the closing price of a share of our common stock on April 1, 2022, which was $103.37. The actual number of shares purchased would depend on the price of a share of our common stock on the date the shares are purchased. Additional future matching contributions for calendar quarters beginning on or after April 1, 2022 are not determinable at this time, since the amount of the matching contribution depends on the total contributions made by the participants during the relevant calendar quarter. We have assumed for purposes of the following information that all participating employees would remain employed through the date the match would be made and, thus, would be eligible to receive the match.

Plan Benefits Table

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences relating to participation in the 2022 ESPP. This summary is based on our understanding of present U.S. federal income tax law and regulations. The summary does not purport to be complete or applicable to every specific situation. Participant contributions to the 2022 ESPP will be made through payroll deductions on an after-tax basis. When a company matching contribution or other amount is credited to an account on a participant’s behalf, the participant will

recognize ordinary income in an amount equal to the match and such additional credited amount. FIS will be required to report and withhold income and employment taxes (and pay our share of employment taxes) with respect to the ordinary income recognized by the participant. We are generally entitled to a U.S. federal income tax deduction equal to the ordinary income recognized by the participant.

Upon the purchase of shares of our common stock under the 2022 ESPP, the participant will acquire a basis in the shares equal to the purchase price. Upon the participant’s subsequent sale or disposition of shares purchased under the 2022 ESPP, the participant will recognize gain if the amount realized exceeds the participant’s basis in the shares or loss if the amount realized is less than the participant’s basis. The gain or loss will be treated as long-term or short-term capital gain depending on whether the shares were held for more than one year. A participant will also be taxed on any dividends paid on shares purchased under the 2022 ESPP. Dividends paid in connection with such shares will be taxed as dividend income.

Section 162(m) Deduction Limitation

Generally, our ability to take tax deductions may be limited under Section 162(m) of the Internal Revenue Code, which places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain covered employees, including our named executive officers.

Securities Authorized for Issuance under Equity Compensation Plans

The table on page 41 provides information as of December 31, 2021 about our common stock which may be issued under our equity compensation plans.

		The Board recommends that the shareholders vote “FOR” approval of the Fidelity National Information Services. Inc. Employee Stock Purchase Plan.

Ratification of KPMG as the Company’s independent registered public accounting firm

Although shareholder ratification of the appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of KPMG LLP (“KPMG”) to our shareholders for ratification. Even if the selection is ratified, the Audit Committee of the Board of Directors (“Audit Committee”), in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of us and our shareholders. If our shareholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

In choosing our independent registered public accounting firm, our Audit Committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures the firm has established, and any issue raised by the most recent quality control review of the firm. The review also includes matters required to be considered under the SEC rules on “Auditor Independence,” including the nature and extent of non-audit services to ensure that they will not impair the independence of the accountants.

Representatives of KPMG are expected to be present at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Principal accounting fees and services

The Audit Committee engaged KPMG to audit the consolidated financial statements of the Company for the 2021 fiscal year. For services rendered to us during or in connection with our fiscal years ended December 31, 2021 and 2020, we were billed the following fees by KPMG:

Audit fees. Audit fees consisted of fees for the audits, registration statements and other filings related to the Company’s 2021 and 2020 financial statements, and audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings for out-of-pocket expenses incurred.

Audit-related fees. Audit-related fees in 2021 and 2020 consisted primarily of fees for various assurance reports.

Tax fees. Tax fees in 2021 and 2020 consisted principally of fees for tax compliance, tax planning and tax advice.

All other fees. Other non-audit permitted services associated with various initiatives by the Company.

Approval of accountants’ services

In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and all non-audit work performed by KPMG is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee has adopted policies and procedures for pre-approving work performed by KPMG. Specifically, the Audit Committee has pre-approved the use of KPMG for specific types of services subject to maximum amounts set by the committee. Additionally, specific pre-approval authority is delegated to our Audit Committee chair, provided that the estimated fee for the proposed service does not exceed a pre-approved maximum amount set by the committee. Our Audit Committee chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Any other services are required to be pre-approved by the Audit Committee.

		The Board recommends that the shareholders vote “FOR” the ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2022.

Security Ownership of Certain Beneficial Owners,

Directors and Executive Officers

The number of our common shares beneficially owned by each individual or group is based upon information in documents filed by such person with the SEC, other publicly available information or information available to us. Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned by that shareholder. The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC.

Security ownership of certain beneficial owners

The following table sets forth information regarding beneficial ownership of our common stock by each shareholder who is known by the Company to beneficially own 5% or more of our common stock:

Security ownership of management and directors

The following table sets forth information regarding beneficial ownership of our common stock as of April 1, 2022 by:

The information is not necessarily indicative of beneficial ownership for any other purpose. The mailing address of each director and executive officer shown in the table below is c/o Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.

Securities authorized for issuance under equity compensation plans

The following table provides information as of December 31, 2021 about our common stock that may be issued under our equity compensation plans:

Certain Information About Our Executive Officers

The executive officers of the Company as of the date of this proxy statement are set forth in the table below. Certain biographical information with respect to those executive officers who do not also serve as directors follows the table. There are no family relationships among the executive officers, directors or nominees for director.

Martin R. Boyd

has served as President, Banking Solutions segment since February 8, 2022. Mr. Boyd previously served as President, Fintech Solutions since April 2021. Prior to this position, Mr. Boyd was President, Capital Market Solutions segment of FIS since August 2019. Prior to this position, Mr. Boyd served as Division Executive, Institutional and Wholesale from April 2018 to July 2019. Mr. Boyd served as Division Executive, Buy Side and Derivative Solutions from December 2015 to March 2018. He joined FIS in December 2015 with the acquisition of SunGard, where he held roles of increasing responsibility since 1998. Before joining SunGard, Mr. Boyd was a senior manager with the Royal Bank of Scotland, a management consultant at KPMG, and started his career at IBM.

Stephanie L. Ferris

has served as President of FIS since February 8, 2022. Ms. Ferris previously served as Corporate Executive Vice President and Chief Administrative Officer since September 2, 2021. Prior to this position, Ms. Ferris served as Corporate Executive Vice President and Chief Operating Officer of FIS from August 1, 2019 to September 2020. Prior to this position, Ms. Ferris served as Chief Financial Officer of Worldpay from April 2016 until July 31, 2019. Prior to that appointment, she served as Deputy Chief Financial Officer since September 2015. Ms. Ferris served as General Manager, Merchant Bank and Head of Relationship Management, Financial Institution Services from May 2013 to September 2015 and as Head of Financial Planning and Analysis from January 2010 to May 2013. From 1995 to 2001, Ms. Ferris worked in public accounting at PricewaterhouseCoopers (“PwC”).

Ido Gileadi

has served as Corporate Executive Vice President and Chief Operating Officer of FIS since October 2020. Prior to that Mr. Gileadi served as Chief Information Officer since joining FIS in 2014. Before that, he led the North American business and India Operations as a partner with Capco. Mr. Gileadi was the Chief Information Officer for BCE Emergis where he held several leadership positions.

Gregory G. Montana

has served as Corporate Executive Vice President and Chief Risk Officer since joining FIS in April 2012. Before joining FIS, he served as Senior Vice President and Senior Operational Risk Executive for Bank of America from 2010 to 2012. Prior to that, he held the positions of Senior Director, Global Risk Operations at PayPal^™, Inc. from November 2009 to March 2010 and Director, Operational, Credit and Compliance Risk for Lloyds Banking Group, PLC from 2007 to 2009.

Caroline Tsai

has served as Corporate Executive Vice President and Chief Legal Officer since February 7, 2022. Prior to joining FIS, Ms. Tsai was the Chief Legal Officer and Corporate Secretary at The Western Union Company, a global money movement and payments company, from 2019 to February 2022. Prior to this position, Ms. Tsai served as Executive Vice President, General Counsel and Secretary at Western Union from 2017 to 2019. Ms. Tsai served as Deputy General Counsel & Chief Regulatory Officer at BMO Financial Group from 2015 to 2017 and Chief Legal Officer, U.S. Personal & Commercial Banking at BMO Harris Bank from 2014 to 2015. Ms. Tsai served as Senior Vice President & Associate General Counsel from 2012 to 2013 and Senior Vice President & Assistant General Counsel from 2005 to 2011 at Bank of American Corporation. Ms. Tsai began her legal career as an associate with the law firm Jones Day.

Thomas K. Warren

has served as Corporate Senior Vice President and Chief Accounting Officer since June 1, 2021. Prior to this position, he served as the Corporate Controller at FIS since 2016. Prior to joining FIS, Mr. Warren was the Director of Accounting & Compliance at Mondelez International beginning in 2012, and prior to that he was their Vice President, Corporate Accounting since 2011. Previously, he was the Chief Financial Officer at Aventino Technology Solutions since 2009 and was Assistant Corporate Controller at General Electric starting in 2006. Mr. Warren is a certified public accountant.

L. Denise Williams

has served as Corporate Executive Vice President and Chief People Officer since joining FIS in April 2016. Prior to joining FIS, she spent 15 years with the IBM Corporation in several senior-level human resources roles, rising to the position of Vice President, Human Resources-North America Sales and Distribution. From 1987 to 2001, Ms. Williams held a variety of management positions in human resources with Coopers & Lybrand, First Data Corporation and Alliance Bernstein.

James W. Woodall

has served as Corporate Executive Vice President and Chief Financial Officer since March 2013, and prior to that, as Senior Vice President, Chief Accounting Officer and Controller of FIS since July 2008. Prior to 2008 Mr. Woodall was the Executive Director and Controller of AT&T Inc.’s SouthEast region and held finance roles of increasing responsibility since 2001. Prior to AT&T Inc., Mr. Woodall worked for PricewaterhouseCoopers (“PwC”), serving technology and communications clients.

2021 highlights

In this compensation discussion and analysis, we provide an overview of our named executive officers’ 2021 compensation, including the objectives of our compensation programs and the principles upon which our compensation programs and decisions were based. In 2021, our named executive officers were:

Gary A. Norcross, Chairman and Chief Executive Officer;

Stephanie L. Ferris, Corporate Executive Vice President and Chief Administrative Officer (currently, President); (1)

Martin R. Boyd, President, Fintech Solutions (currently, President, Banking Solutions); (2)

James W. Woodall, Corporate Executive Vice President and Chief Financial Officer;

Bruce F. Lowthers, President (currently, former President); and (3)

Asif Ramji, Former Corporate Executive Vice President and Chief Growth Officer. (4)

Compensation Objectives

Our compensation programs support our corporate strategy and business objectives

The primary goal of our executive compensation programs is to drive continued growth and successful execution of our business objectives and thereby create value for our shareholders. We seek to achieve this goal by:

Pay for Performance Alignment

The Compensation Committee and the executive management team believe that a direct link between Company performance and our compensation plans is critical to driving our ultimate corporate strategy of creating above- market value for our shareholders.

The Company’s operational performance in 2021 was strong. The Company substantially exceeded the targets it set at the start of the year for Adjusted Revenue and Adjusted EPS, and experienced strong year over year growth in those two metrics as well as in Adjusted EBITDA, Annual Organic Revenue Growth and Annual Margin Expansion. Notwithstanding its robust operational performance, however, the Company experienced a decline in its share price during 2021. This share price decline resulted in significant part from a reduction in the Company’s, and certain of its competitors’, price/earnings multiples as a result of a shift in investor sentiment with respect to the merchant acquiring business. As a result, the Company’s one-year TSR, along with the one-year TSR of certain other companies in the fintech sector, was significantly below the one-year TSR of the S&P 500 for the year ended 2021.

Notwithstanding the decline in the Company’s stock price performance and despite the impact of the COVID-19 pandemic, the Company’s operational performance remains on track to approximate its three-year revenue and EBITDA targets that were announced in 2019 at the time of the Worldpay, Inc. acquisition. Moreover, the pandemic has not changed the Company’s long-range performance goals for organic revenue growth, adjusted EBITDA margin expansion and free cash flow, which we believe further demonstrates the strength, resiliency and effectiveness of the Company’s long-term strategy.

The Company recently announced its 2022 guidance, which included continued organic revenue growth and strong adjusted EBITDA margin, margin expansion and adjusted EPS, further demonstrating the Company’s continued expectations of strong operational performance. Although investor sentiment, and our share price/earnings multiple relative to that of the S&P 500 as a whole, are less predictable and harder to influence, our executive pay remains tied to a material extent to our TSR, providing incentive to improve these metrics as well.

Consequently, our Compensation Committee believes that the Company’s pay for performance was properly aligned in 2021, despite the Company’s below market total shareholder performance experienced in 2021.

Consistent with this link between pay and performance, the decline in the Company’s TSR in 2021 impacted our named executive officer compensation as follows:

In addition, the Compensation Committee chose not to exercise discretion on any executive compensation plan that may have been impacted by the COVID-19 pandemic, but instead payouts were determined based on achievement against the pre-established performance goals. The Compensation Committee continues to evaluate and update the structure and design of the Company’s compensation plans to help drive continued growth and successful execution of our business objectives and thereby create value for our shareholders.

CEO Pay for Performance Alignment

Approximately 80% of the CEO’s compensation was based on performance-based cash and performance-based equity incentives that are tied directly to our financial performance, stock price growth and TSR. We believe that linking the majority of our CEO’s pay to the performance of our Company aligns him to the interests of our shareholders while providing the motivation to drive the successful execution of our business objectives.

The following graphic compares the CEO’s target annual incentive opportunity to the CEO’s actual annual cash incentive paid over the prior three-year periods, which includes 2020 when no annual cash incentive was paid since the Company failed to reach the minimum goals required to fund the annual incentive plan. The CEO’s average actual annual cash incentive awards over this period is 5% below his target annual incentive opportunity for this period.

FIS CEO ANNUAL INCENTIVE TARGET VS. ACTUAL

Annual Incentive amounts reflected in thousands.

Adjusted EBITDA and Adjusted Revenue reflected in millions.

The following graphic compares the CEO’s target long-term equity incentive awards to the CEO’s actual long-term equity incentive awards over the prior three-year period. The CEO’s average actual long-term equity incentive awards value over this period is 40% below his target long-term equity incentive opportunity.

FIS CEO LONG-TERM EQUITY INCENTIVE TARGET VS. ACTUAL

Target LTI value is based upon the Black-Scholes value of stock options on the date of grant and the market value of the RSUs and PSUs on the date of grant.

Actual LTI amount represents vested equity through 2021 and unvested equity at target, in each case, as of the closing stock price on December 31, 2021 of $109.15.

LTI amount reflected in thousands.

2021 Returns

Total shareholder return*

*Total Shareholder Return is calculated for the relevant period ended 12/31/2021.

Comparison of 5 year cumulative total return*

Among Fidelity National Information Services, Inc. and the S&P 500 Index.

* $100 invested on 12/31/2016 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31. Copyright^© 2021 Standard & Poor’s, a division of S&P Global. All rights reserved.

Compensation Governance

Our Compensation Committee takes a proactive role in executive compensation governance by reviewing our executive compensation programs and making adjustments that they believe to be in the best interests of the Company and our shareholders. As part of this process, our Compensation Committee reviews compensation trends, listens to stakeholder feedback and considers what is thought to be current best practices by our independent compensation consultant, with the goal of continually improving our approach to executive compensation.

Shareholder and Other Stakeholder Engagement

We are committed to ongoing engagement with our shareholders and other stakeholders. We believe that our engagement allows executive management and the Board the opportunity to understand the concerns of our shareholders and other stakeholders and make educated and deliberate decisions that are balanced and appropriate for our diverse stakeholder base and in the best interests of FIS.

We maintain an ongoing, proactive engagement effort with a wide range of stakeholders, including shareholders, ESG rating firms, proxy advisory firms, fixed income investors, prospective shareholders, rating agencies and thought leaders, among others.

Throughout the year, members of our Investor Relations team, ESG team, executive compensation team, corporate governance team and executive management team regularly engage with our shareholders and other stakeholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through this engagement, we discussed topics of interest to our shareholders and other stakeholders, including our performance, strategy, ESG program, executive compensation and corporate governance. We continue to emphasize discussions around our commitment to ESG matters and our efforts to advance sustainability.

Our executive management team and Board regularly consider feedback from our shareholders and other stakeholders and, as deemed appropriate, incorporate this feedback in the design and implementation of our strategy, programs and practices.

Our 2021 Shareholder Engagement Program

In response to prior shareholder feedback, our Corporate Governance, Nominating and Sustainability Committee requested that management formalize an annual comprehensive shareholder engagement program. The Corporate Governance, Nominating and Sustainability Committee assumed direct oversight responsibility of the shareholder engagement program.

Following our annual meeting, in the third and fourth quarters of 2021, we conducted a comprehensive shareholder engagement program where we sought meetings with our top 30 shareholders, representing the holders of approximately 52% of our outstanding shares, as well as with the proxy advisory firms, ISS and Glass Lewis. Our engagement efforts resulted in meetings with 15 of our largest shareholders, as well as Glass Lewis. We also met with other shareholders during this time period who reached out to us and indicated an interest to engage.

In order to establish a direct dialogue between our shareholders and our Board, Gary L. Lauer, a member of our Compensation Committee and Corporate Governance, Nominating and Sustainability Committee (with oversight of our ESG Program), participated in all of our engagement meetings, along with our Executive Vice President – Investor Relations, Head of Global Public Policy and Chief Sustainability Officer, Senior Vice President – Total Rewards and Senior Vice President, Senior Deputy General Counsel and Corporate Secretary. Following the completion of our shareholder engagement meetings, the feedback was presented to our executive management team and the Board (including the Compensation Committee and Corporate Governance, Nominating and Sustainability Committee) for their review and consideration.

Our goals for the shareholder engagement program included:

During our shareholder engagement meetings, we received constructive shareholder feedback on our ESG, governance and compensation programs. Our executive management team and the Board carefully considered this feedback and considered a number of enhancements to our programs. These enhancements fit well within our overall ESG, executive compensation and governance programs and we believe directly address the feedback we received during our 2021 shareholder engagement meetings. In addition, many of the changes to our ESG, governance and compensation programs implemented over the last several years have been directly informed by views and insights gathered through our prior engagement efforts and our review of current market practices.

2021 SHAREHOLDER ENGAGEMENT

Below is a summary of What We Heard and What We Did.

The 2021 shareholder engagement campaign marks the third year of active shareholder engagement with respect to compensation, ESG and governance matters. We have a consistent practice of seeking out shareholder feedback and incorporating this feedback into our future compensation plan design. Below is a summary of certain key learnings and compensation program changes over this period.

The Compensation Committee may make additional changes to our executive compensation program from time to time in furtherance of its commitment to provide a compensation program that is competitive, performance-based, risk-balanced and aligned with the goals of our shareholders.

Contacting the Board

Any shareholder or other interested person who desires to contact any member of our Board may do so by writing to: Board of Directors, c/o Corporate Secretary, Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204. Communications received are distributed by the Corporate Secretary to the appropriate member or members of our Board.

Significant long-term stock ownership creates a strong tie to our shareholders

Our executive officers and our Board hold significant long-term investments in the Company. Collectively, as reported in the Security Ownership of Management and Directors table on page 40, they beneficially own 1,471,835 shares of our common stock and options to acquire an additional 2,670,083 shares of common stock. The fact that our executives and directors maintain an investment in our stock is reflective of our Company culture and our compensation philosophy. Executive management’s stock ownership aligns their individual economic interests directly with the interests of our shareholders. We believe this program design promotes teamwork among our executive management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return.

Stock ownership guidelines

We have formal stock ownership guidelines for all corporate executive officers, including our named executive officers, and members of our Board, to require these individuals to hold a multiple of their base salary (or annual retainer) in our common stock. Our Board approved new stock ownership guidelines with more stringent ownership requirements beginning in 2021. Under the updated stock ownership guidelines only fully vested shares and shares that have been deferred under our Board equity deferral plan, but would have otherwise vested, are counted toward meeting the stock ownership guidelines. In addition, executive officers must hold 50% of all equity awards from the date of vesting until such time as the officer’s total equity holdings satisfy the stock ownership guidelines. Each new corporate executive officer and director has four years to meet the guidelines.

The guidelines are as follows:

Each of our executive officers met the stock ownership guidelines as of December 31, 2021, other than Mr. Warren and Ms. Tsai, who became Executive Officers on June 1, 2021 and February 7, 2022, respectively, and will have four years to satisfy the stock ownership guidelines.

Each of our non-employee directors met the stock ownership guidelines as of December 31, 2021. Mr. D’Silva and Mr. Lamneck joined the Board of Directors on March 16, 2022 and will have four years to satisfy the stock ownership guidelines.

Hedging and pledging policy

Our Board previously adopted a hedging and pledging policy that prohibits our executive officers and directors from engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct, or pledging them as collateral for loans. This policy prohibits directors and executive officers from purchasing securities or other financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or indirectly by the executive officer or director. The Board adopted this policy in order to more closely align the interests of our directors and executive officers with those of our shareholders and to protect against inappropriate risk taking. No FIS shares held by our current directors and executive officers have been hedged or pledged.

Clawback policy

Our Compensation Committee previously adopted a policy to recover cash and equity incentive-based compensation from our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, including an act of fraud or willful misconduct that caused the need for an accounting restatement, and the incentive-based compensation paid during the preceding three-year period would have been lower had the compensation been based on the restated financial results. In addition to this policy, our annual incentive plan gives our Compensation Committee complete discretion to reduce or eliminate annual incentives that have not yet been paid. There were no clawbacks made in 2021.

Insider Trading policy

Our Board previously adopted an insider trading policy which established quarterly trading windows during which restricted insiders, including Company directors, executive officers and certain employees, can trade in FIS securities. In 2022, the Board updated the policy to shorten the quarterly trading windows during which restricted insiders may trade in FIS securities.

Equity grant procedures

We do not grant equity awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity grant dates. We grant annual equity awards in the first quarter of each year during our open trading window following the release of our prior year results. We grant annual equity awards to directors following the annual meeting.

Considerations

Our Compensation Committee also considers accounting impact when structuring and approving awards. We account for stock-based payments, including stock option grants, in accordance with FASB ASC Topic 718, which governs the appropriate accounting treatment of stock-based payments under United States generally accepted accounting principles.

The Company, the Board of Directors, or one of

the Board’s committees, have taken the following

actions with regard to governance:

2021 governance actions:

Prior governance actions:

		What We Do				What We Do Not Do
		Deliver the majority of executives’ total compensation in the form of at-risk, performance-based compensation				Provide guaranteed short- or long-term incentives
		Utilize performance-based vesting requirements for the majority of our equity awards in the form of performance stock units				Provide tax gross-ups of payments or perquisites
		Require our executives and directors to satisfy rigorous stock ownership guidelines				Provide significant perquisites
		Maintain a clawback policy				Maintain any form of supplemental executive retirement plan (SERP)
		Prohibit executive officers from engaging in hedging transactions in FIS stock or pledging FIS stock				Reprice or exchange underwater options

Compensation Elements

Components of 2021 total compensation and pay mix

We compensate our executives primarily through a mix of base salary, annual cash incentives, and long-term equity-based incentives. We also maintain employee benefit plans for our employees and executive officers. Some executive officers, including our named executive officers, may also receive limited additional benefits. The compensation earned by our named executive officers in 2021 consisted of the following: