PROXY STATEMENT 2024NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD MAY 24, 2024PROXY STATEMENT 2024NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD MAY 24, 2024

2024 Proxy Statement 2

NOTICE OF ANNUAL MEEING OF SHAREHOLDERSTo the Shareholders of Fidelity National Information Services, Inc: Notice is hereby given that the 2023 Annual Meeting of Shareholders of Fidelity National Information Services, Inc. will be held on: MAY24202310:00 AM Eastern Time347 Riverside AvenueJacksonville, Florida 32202

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 June 5, 2024, 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 at 347 Riverside Avenue, Jacksonville, Florida 32202.

It is anticipated that such proxy, together with this proxy statement, will be first mailed on or about April 26, 2024, to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 347 Riverside Avenue, Jacksonville, Florida 32202, and its telephone number at that address is (904) 438-6000.

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Table of Contents

FIS a t a Glance

FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally. Our employees are dedicated to advancing the way the world pays, banks and invest by applying our scale, deep expertise and data-driven insights. We help our clients use technology in innovative ways to solve business-critical challenges and deliver superior experiences for their customers. Headquartered in Jacksonville, Florida, FIS is a Fortune 500(R) company and is a member of Standard & Poors 500(R) Index.

OUR STRATEGIC PILLARS

FIS is a leading provider of technology solutions for financial institutions and businesses. With a deep and broad set of solutions, FIS serves its global client base by providing the software and solutions 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:

2023 PERFORMANCE HIGHLIGHTS

2023 was a year of transformation at FIS. We exceeded our financial targets communicated to investors for four consecutive quarters and for the year, and while doing so we also:

For more complete information regarding our 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”) that was filed with the SEC on February 26, 2024.

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BOARD OF DIRECTORS

Nominees for Election as Directors

Name

Age

Director Since

Independent

Board Committees

Principal Occupation

Jeffrey A. Goldstein

68

2020

Y

Compensation   Corporate Governance, Nominating and Sustainability   Executive (Chair)

Former Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury

Stephanie L. Ferris

50

2022

N

Executive

Chief Executive Officer and President, FIS

Lee Adrean

72

2023

Y

Audit

Former CFO, Equifax, Inc.

Mark D. Benjamin

53

2023

Y

Compensation

Former CEO, Nuance Communications, Inc.

Lisa A. Hook

66

2019

Y

Risk and Technology (Chair)   Audit   Executive

Former President and CEO, NeuStar, Inc.

Kenneth T. Lamneck

69

2022

Y

Audit   Compensation

Executive Vice President, Insight Enterprises, Inc.

Gary L. Lauer

71

2019

Y

Compensation (Chair)   Corporate Governance, Nominating and Sustainability   Executive

Executive Director and Co-Founder, Eminent Series Group

James B. Stallings, Jr.

68

2013

Y

Compensation   Risk and Technology

CEO and Managing Partner, PS27 Ventures, LLC

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DIRECTOR NOMINEE QUALIFICATIONS AND ATTRIBUTES

FIS maintains a rigorous director selection and evaluation process which supports the Company’s long-term growth strategy and which factors in diversity of gender, ethnicity, tenure, skills and experience.

Although the Board remains confident in its current composition, including the diversity and skillset of the current directors, the Board continually seeks to identify new director candidates that enhance the skills and experience of the Board as a whole and support the Company’s evolving business strategy. As part of this process, the Board is endeavoring to enhance the gender diversity of the Board by the 2025 annual meeting of shareholders.

BOARD EXPERTISE & EXPERIENCE

The collective skills and experience of our director nominees are broad and support each of the pillars of our long-term growth strategy. The following lists identify those competencies and skills critical to the success of FIS.

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GOVERNANCE POLICIES AND PRACTICES SNAPSHOT

In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure that provides strong oversight across FIS and promotes long-term shareholder value creation. Some key highlights of our Board and governance practices are set forth below:

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SHAREHOLDER ENGAGEMENT

FIS believes that engagement with our shareholders is critical for delivering sustainable, long-term value and ensuring that our Board and management understand shareholder priorities and work to address them effectively. As such, we maintain an ongoing, proactive engagement program with participation by independent directors, which is overseen by our Board’s Corporate Governance, Nominating and Sustainability Committee.

The feedback received through these engagements is shared with the Board on a regular basis and enables our Board to consider a broad range of perspectives in boardroom discussions. Many of the changes to our compensation, governance and ESG programs implemented over the last several years have been directly informed by views and insights gathered through our shareholder engagement program.

Topics discussed during our engagements over the last year included our transformational journey and key strategic priorities following the sale of Worldpay, our refreshed senior executive team, our active and experienced Board of Directors, recent changes to our Board structure and composition and ongoing commitment to Board refreshment, our executive compensation program philosophy and structure, which continues to incorporate shareholder feedback, and our ESG strategy, priorities, and disclosures.

During our shareholder engagement meetings, our shareholders generally were supportive of the Company’s transformation plan and the progress made to date, and they expressed satisfaction with the structure of our 2023 executive compensation program. This feedback was shared with our executive management team and the Board for incorporation into their decision-making processes.

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2023 Compensation Highlights

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SUSTAINABILITY HIGHLIGHTS

Our teams are committed to operating our company with integrity and supporting our communities, championing a diverse and inclusive workforce, empowering our employees, and preserving our natural resources. We are also committed to managing data responsibly and securely, driving a culture of ethics, and helping to make the global financial system more accessible and inclusive.

Our Board’s Corporate Governance, Nominating and Sustainability Committee has direct oversight responsibility of our ESG program. Our Vice President of Corporate Affairs provides semi-annual progress reports to the Committee.

We take a materiality-based and stakeholder-driven approach to sustainability by engaging with our clients, shareholders, colleagues and suppliers. In 2023, FIS continued its engagement with a broad range of ESG stakeholders to listen and gain a deeper understanding of their most important issues. To inform our ESG strategy and disclosures, we have previously conducted two ESG materiality assessments, and we anticipate conducting additional ESG materiality assessments at periodic intervals in the future.

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FIS FRAMEWORK FOR FINANCIAL INCLUSION IS BUILT

ON FOUR STRATEGIC PILLARS

Leveraging our Framework for Financial Inclusion and partnering with policymakers and our clients across the financial ecosystem, we provide solutions supporting efforts to overcome barriers to financial inclusion.

SOLUTIONS		FINANCIAL INVESTMENTS		STRATEGIC PARTNERSHIPS		PHILANTHROPY AND VOLUNTEERISM
incorporating principles of financial inclusion into solution design and developing solutions that help our clients achieve their financial inclusion goals		supporting fintech startups that are innovating to meet the needs of underserved consumers, businesses and markets		partnering with clients, government policy makers and non-governmental organizations to advance financial inclusion goals		working with nonprofit and philanthropic organizations to provide financial tools and educational resources to better support underserved communities

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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. If elected by our shareholders, each nominee will hold office for a one-year term expiring at the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until the directors 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 2023 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 Boards discretion, proxies may be voted for fewer nominees as a result of a directors 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.

The collective skills and experience of our director nominees 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 indicated those directors in this chart whose experience in each category is deemed to be significant.

Knowedge, Skills, Experience Adrean Alemany Benjamin Ferris Goldstein Hook Lamneck Lauer Shea StallingsCORE COMPETENCIESExecutive Leadership Global Business Experience Financial Expertise Public Company Board Experience Human Capital Management Enterprise Risk Management/Information Security Mergers and Acquisitions/ Capital Allocation Government end Regulatory Sustainability STRATEGIC SKILLS AND EXPERIENCES FOR OUR EVOLVING STRATEGYTechnology Business Transformation Financial Technology Banking or Financial Services Digital Transformation GenderMale Female Racial/Ethnic DiversityAsianBlack / African American `Hispanic/LatinxNative American or Alaskan NativeNative Hawaiian / Pacific IslanderWhite / Caucasian Two or More Races or EthnicitiesBoard TenureYears 1 10 1 1 4 5 2 5 5 11AgeAge (years old) 72 68 53 50 58 56 59 71 63 58

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DIRECTOR INDEPENDENCE

Section 303A.02 of the New York Stock Exchange (“NYSE”) Listing Standards, as approved by the Securities and Exchange Commission (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 of the nominees are independent, other than Ms. Ferris due to her employment with the Company.

BOARD OVERSIGHT

Our Board is responsible for overseeing the business and affairs of our Company. In carrying out this responsibility, the Board oversees the long-term strategy of our Company and advises our senior management to help drive long-term value creation for our shareholders. Our Board is highly engaged and receives regular updates on a wide variety of matters affecting our Company, including, without limitation, CEO and management development and succession planning, enterprise risk management, cybersecurity and crisis management, strategic planning, the Company’s ESG Program, which includes inclusion and diversity, and the annual review of our CEO’s performance.

Our Board met twelve (12) times in 2023. Each director then in office attended at least 97% of the meetings of the Board and of the Committees of which he or she was a member.

We do not, as a general matter, require our Board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2024 annual meeting. In 2023, all of our directors then in office attended the 2023 annual meeting of shareholders.

MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING

Our Board oversees the succession plan for our CEO and President, CFO and certain other executive officers, both in an emergency situation and in the ordinary course of business. In addition, the Board receives periodic updates on the succession plans for our senior management.

Our Board has been actively engaged in assessment, interview and selection of candidates for key executive roles, including the recent appointments of our CEO in 2022 and CFO and Chief Technology Officer in 2023, as well as the Presidents of Banking Solutions and Platform Solutions. Key leaders regularly present to the Board as part of their development reporting on deliverables in driving our strategic agenda.

RISK OVERSIGHT

The Board, acting directly and through its committees, is actively involved in oversight of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. Management is responsible for the day-to-day assessment, identification, monitoring and decision-making regarding the risks we face. Our Board and its committees are primarily responsible for risk oversight in the areas described below, with the Risk and Technology Committee providing primary oversight for the Enterprise Risk Management function. Throughout the year, the Board and each committee review and discuss specific risk topics, and the Board receives quarterly Enterprise Risk reports

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regarding the most significant risks facing the Company, including security, financial, legal, operational and strategic risk. These reports include an in-depth analysis of each risk category, including an assessment of the likelihood and magnitude of the risk, the risk trends and forward-looking commentary on potential emerging risks. In addition, each committee of the Board provides periodic reports to the full Board regarding its areas of responsibility and oversight. We believe that our Board’s active role in risk oversight supports our efforts to manage areas of material risk to the Company.

The Board is closely monitoring and is actively involved in the risk oversight associated with the financial markets. As one of the leading institutions serving the financial services community, management has a robust Enterprise Risk Management function designed to support our business plans despite the current volatile macroeconomic environment.

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CYBERSECURITY AND INFORMATION SECURITY RISK

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk.

Facilitated via regular updates on cybersecurity risk, our Board takes an active role in overseeing, managing, and setting risk tolerances for our cybersecurity program. In 2023, the Board received a presentation from an outside expert on artificial intelligence, including the various opportunities associated with it, risks arising from its use and strategies for mitigating those risks.

The Risk and Technology Committee oversees the Company’s cybersecurity and information security risk programs, as well as management’s actions to identify, assess, mitigate and remediate material cyber risk issues. The Risk and Technology Committee receives regular quarterly reports from the Chief Risk Officer (or other senior leaders in the risk management function, when the Chief Risk Officer position is temporarily vacant) and Chief Information Security Officer on the Company’s cybersecurity and information security programs, and other periodic updates throughout the year. The Risk and Technology Committee also meets with third-party advisors and experts, as appropriate, to evaluate the Company’s cybersecurity and information security programs. The Company’s risk environment is re-assessed quarterly, or more frequently in the case of potential emerging risks, and any significant emerging risks that are identified are subsequently transitioned and incorporated into the Company’s existing risk assessment program.

DATA PROTECTION & PRIVACY

“Think Secure. Be Secure.” represents the underlying theme of our comprehensive cybersecurity and data protection programs. In general, global attacks on corporate and governmental information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for many individuals, businesses and governmental entities. We remain vigilant and focused on making strategic investments in information security to protect our clients and our information systems. We also participate in industry and governmental initiatives to improve information security for our clients.

FIS is committed to being a trusted steward of customer and consumer information, and is dedicated to compliance with all applicable data protection and privacy laws wherever we do business. All FIS employees and contractors are required to complete annual Information Security and Privacy Awareness Training, which includes specific education on personal data protection, compliance, and risk management topics.

On a quarterly basis, our internal team evaluates and defines the Company’s risk exposure using a consistent set of key performance indicators and the prospective trends of those indicators based on the risk categories of security, financial, legal, operational and strategic risk, and conducts a review of the internal and external context of threat frequency. Our assessment is then reported to an internal Executive Risk and Technology Committee, and a subset of the materials provided to the Executive Risk and Technology Committee are presented to the Board’s Risk and Technology Committee. It is our Company’s practice that the Chairman of the Board attend and actively participate in any meetings of the Risk and Technology Committee, and we believe our Independent Chairman’s experience in the areas of corporate finance, government and financial regulation provides meaningful guidance to the Board in its role of risk oversight. In addition, the Audit Committee receives quarterly presentations from the Company’s Chief Compliance Officer on the Company’s compliance activities, from the Chief Privacy Officer on data privacy matters and from the Chief Ethics Officer on matters arising under FIS’ Code of Business Conduct and Ethics.

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STRATEGIC PLANNING

One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy to create long-term, sustainable value for FIS stockholders. As a result, the Board maintains an active oversight role in helping management formulate, plan and implement the Company’s strategy. The Board annually conducts a thorough and in-depth strategy review which encompasses strategic plans for the Company as a whole and for individual businesses and select functional areas. The Board’s review looks out several years into the future and assesses the Company’s positioning within the competitive landscape, including the Company’s existing and prospective markets, technological changes, the products the Company offers and plans to offer, existing and emerging competitors and the opportunities and challenges facing the Company. As part of its review, the Board assesses the overall strategic goals; the courses of action (and the related timing), which may include investments and acquisitions, needed to achieve those goals; the capabilities, capital and other resources required to implement those actions; and challenges to executing the strategy and approaches to remediating those challenges. In its review, the Board considers input received from shareholders and other stakeholders. Throughout the year, and at least quarterly, the CEO and executive management provide detailed updates to the Board on the progress of and challenges to FIS’ strategy, as well as related risks and other significant business developments.

ESG PROGRAM

Our Board’s Corporate Governance, Nominating and Sustainability Committee oversees our environmental strategy and global sustainability programs, along with the Company’s climate risks and opportunities. Our Vice President of Corporate Affairs provides semi-annual progress reports to the Committee.

CEO PERFORMANCE EVALUATION

Our Compensation Committee, including our Independent Chairman, leads an annual evaluation of the CEO’s performance. The evaluation process includes executive sessions of the independent directors to discuss the CEO’s performance and ongoing discussions between our Independent Chairman and the CEO throughout the year.

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CORPORATE GOVERNANCE POLICIES AND PRACTICES

In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure that provides strong oversight across FIS and promotes long-term shareholder value creation. Some key highlights of our Board and governance practices are set forth below:

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In addition, over the past several years we have taken a number of actions, both in response to shareholder feedback and on our own initiative, to improve our corporate governance, including the following:

2023:

2022:

2021:

SHAREHOLDER AND 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 program overseen by our Board’s Corporate Governance, Nominating and Sustainability Committee. We engage 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.

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

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines are intended to provide, along with the charters of the committees of our Board, a framework for the functioning of our Board and its committees and to establish a common set of expectations as to how our Board should perform its functions. The Corporate Governance Guidelines address, among other things, the composition of our Board, the selection of directors, the functioning of our Board, the committees of our Board, the evaluation and compensation of directors and the expectations of directors, including ethics and conflicts of interest. A copy of our Corporate Governance Guidelines is available for review on the Investor Relations page of our website at www.fisglobal.com. Shareholders may also obtain a copy by writing to the Corporate Secretary at the address set forth under “Available Information” on page 114.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board has adopted an amended and restated Code of Business Conduct and Ethics (“Code of Conduct”), which is applicable to all our directors, officers and employees. The purpose of the Code of Conduct is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Any waiver or amendment to the Code of Conduct with respect to the CEO, any Executive Officer or any Senior Financial Officer (as defined therein) must be approved by the Audit Committee and will be promptly disclosed to the extent required under applicable law, rule or regulation.

The Board, through the Corporate Governance, Nominating and Sustainability Committee, has adopted a Code of Business Conduct and Ethics for Directors (“Director Code of Conduct”). This Director Code of Conduct provides guidelines for the directors in performing their functions on the Board, particularly with respect to transactions in the securities of the Company, potential conflicts of interest, the taking of corporate opportunities for personal use, and competing with the Company. Our directors review and certify compliance with this Director Code of Conduct annually.

The Code of Conduct and the Director Code of Conduct are available for review on the Investor Relations page of our website at www.fisglobal.com. Shareholders may also obtain a copy of the Code of Conduct or the Director Code of Conduct by writing to the Corporate Secretary at the address set forth under “Available Information” on page 114.

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BOARD REFRESHMENT AND EFFECTIVENESS

The Corporate Governance, Nominating and Sustainability Committee oversees and plans for director succession and refreshment to add strategically important expertise and to maintain a diversity of thought, background and experience that supports the Company’s long-term strategy. Through our succession and refreshment plans, the Corporate Governance, Nominating and Sustainability Committee has an ongoing opportunity to:

SEARCHES FOR DIRECTOR CANDIDATES

The Corporate Governance, Nominating and Sustainability Committee develops and recommends to the Board criteria for the selection of qualified directors. When a need for a new director to fill a new Board seat or vacancy arises, the Corporate Governance, Nominating and Sustainability Committee proceeds by whatever means it deems appropriate to identify a qualified candidate or candidates, including engaging director search firms or considering candidates recommended by shareholders, as described below. The Committee reviews the qualifications of each candidate. Final candidates are generally interviewed by all of the Committee members, other members of the Board and select members of executive management. In addition, background and reference checks are conducted. The Committee makes a recommendation to our Board based on its review, the results of interviews with the candidate and all other available

information. The Board makes the final decision on whether to invite the candidate to join our Board, with such invitation being extended by the Independent Chairman of the Board.

BOARD DIVERSITY

The Corporate Governance, Nominating and Sustainability Committee periodically reviews the skills and experiences of our current Board to determine whether the addition of directors with particular experience and skills would make our Board more effective. In conducting its evaluation of potential Board candidates, the Committee and the Board consider many factors, with no single factor being determinative or required. Rather, the Committee and the Board weigh all relevant factors to determine whether the candidate will effectively interact with and contribute to the Board in a collaborative and collegial manner. Specific qualifications considered include: professional and work history; educational background and degrees earned; financial acumen and qualifications as a “financial expert” under the SEC standards; scope of business experience, including size and complexity of organizations run by the candidate, P&L responsibility and international business experience; breadth of experience in the financial technology, financial services, or related industries; the candidate’s contribution to Board diversity; ability to satisfy NYSE independence standards; and availability and willingness to commit the necessary time to Board service. In addition, the Committee will look for candidates who have demonstrated throughout their careers the highest personal and professional ethics, integrity, and values. Candidates must possess the experience and perspective to interact effectively with the Board on any number of commercial, financial, or strategic matters. Moreover, these candidates should demonstrate an ability to do all of this with a consultative and engaging approach that encourages active listening and constructive dialogue.

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The Board values diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience. The Board is committed to actively seeking out highly qualified women and underrepresented minority candidates for each search the Board undertakes. In identifying, evaluating and recommending director nominee candidates, the Corporate Governance, Nominating and Sustainability Committee will consider diversity of gender and ethnicity within the Board, the criteria set forth above, and such other factors as the Committee deems appropriate. The Committee makes the importance of gender and underrepresented minority candidates known to any recruiting firm it engages.

BOARD TIME COMMITMENT POLICY

Our Corporate Governance Guidelines provide that directors who are full-time employees of other companies should not serve on more than one public company board at a time in addition to the Company’s Board, and directors who are retired from active employment should not serve on more than three public company boards in addition to FIS’ Board. Audit Committee members should generally not serve on more than two public company audit committees in addition to FIS’ Audit Committee. The Board may, however, make exceptions to these standards if the Board believes it to be in the best interests of FIS and its shareholders and determines that such simultaneous service will not impair the ability of the director to serve effectively on our Board.

Directors are required to seek prior approval from the Independent Chair and the Chair of the Corporate Governance, Nominating and Sustainability Committee prior to accepting an offer to serve on another for-profit company board of directors or audit committee, whether public or private. Directors should advise the Independent Chair, Chair of the Corporate Governance, Nominating and Sustainability Committee and Chief Legal Officer in advance of accepting any such offer to join another board or audit committee. The Independent Chair and the Chair of the Corporate Governance, Nominating and Sustainability Committee will promptly review any request to join another board or audit committee with assistance and advice from the Chief Legal Officer, and will determine whether to permit or deny the additional service.

Our Corporate Governance, Nominating, and Sustainability Committee periodically evaluates director time commitments according to the aforementioned policies and processes; all of our directors are currently in compliance.

MANDATORY RETIREMENT AGE POLICY

To enhance Board refreshment, our Board has adopted a mandatory retirement age of 75 for directors, which is reflected in the Corporate Governance Guidelines.

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

In 2020, the Corporate Governance, Nominating and Sustainability Committee formalized and adopted guidelines to promote director continuing education. These guidelines encourage directors to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance, the industry in which FIS participates, and best practices relevant to their contribution to the Board generally, as well as to their responsibilities in their specific committee assignments. Directors share with their fellow Board members on a quarterly basis any

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insights, observations, or conclusions that may have been derived from relevant director education programs. In addition, the Company provides educational opportunities for directors during regularly scheduled Board meetings and provides access to third-party educational programs. Finally, the Company provides periodic updates to the Board on key governance topics and provides a summary of governance “hot topics” at each quarterly Board meeting.

OUR BOARD AND COMMITTEE EVALUATION PROCESS

The Corporate Governance, Nominating and Sustainability Committee oversees the annual evaluation of the Board and of each committee. In 2023, the annual written evaluation was facilitated by an outside consultant with significant corporate governance experience. In this process, each director completed a tailored self-evaluation form, providing anonymous input regarding the leadership, performance and effectiveness of the Board and each committee on which the director serves, as further described below. The Chairman of the Board and the chair of each committee received the results of the annual written evaluation. Each committee chair reviewed that committee’s results with that committee.

In addition, the Chair of the Corporate Governance, Nominating and Sustainability Committee interviewed each director to discuss the leadership, performance and effectiveness of the Board and each committee on which the director serves and gathered suggestions for improving the Board’s effectiveness. The Chair of the Corporate Governance, Nominating and Sustainability Committee reviewed and discussed the results and feedback from both the Board and committee written evaluation forms and interviews with each director. This process has been successful in evaluating the effectiveness of our Board and committees and identifying areas to improve our Board.

In addition, the Corporate Governance, Nominating and Sustainability Committee periodically assesses the collective skills and experiences of our Board, comparing a Board skills matrix to the Company’s long-term strategy and the anticipated tenure of each director to identify potential areas of need on the Board in both the short term and long term. The committee makes recommendations to our Board regarding its size, composition and structure based on this assessment. In determining whether to nominate an incumbent director for re-election, the Corporate Governance, Nominating and Sustainability Committee evaluates each incumbent director and director candidate in light of the committee’s assessment of the talents, skills and other characteristics needed to enhance the effectiveness of the Board. This process is both annual and continuous, with the Independent Chairman of the Board and the Chair of the Corporate Governance, Nominating and Sustainability Committee addressing concerns, as they may arise, with regard to director performance or capacity.

Separately, the Chair of the Corporate Governance, Nominating and Sustainability Committee, the Independent Chairman, the Chief Legal Officer, and the Corporate Secretary each routinely communicate with our Board members and receive current feedback regarding Board and committee effectiveness. This continuous feedback, along with the evaluation process and assessment discussed above, helps ensure the continued effectiveness of the Board.

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OUR 2023-2024 SHAREHOLDER ENGAGEMENT PROGRAM

Shareholder engagement is a year-round process at FIS. At two different times over the course of the past year, during the second quarter of 2023 and the first quarter of 2024, we sought meetings with shareholders representing collectively more than 50% of our outstanding shares to discuss matters, including our Board, governance, executive compensation, and ESG practices. Our engagement efforts resulted in meetings with shareholders representing more than 30% of our outstanding shares.

In order to establish a direct dialogue between our shareholders and our Board, directors including Jeffrey Goldstein, our Independent Chairman and member of our Compensation Committee and Corporate Governance, Nominating and Sustainability Committee, and Gary Lauer, our Compensation Committee Chair and member of our Corporate Governance, Nominating and Sustainability Committee, participated in engagement meetings. Mr. Goldstein and Mr. Lauer were joined by our Executive Vice President – Chief Legal and Corporate Affairs Officer, Senior Vice President – Head of Investor Relations, Senior Vice President – Total Rewards and Vice President –Corporate Affairs, among others.

Our second quarter 2023 engagements focused on providing updates to our shareholders on our Future Forward transformation program, recently enhanced Board structure and composition, executive compensation program changes made in response to shareholder feedback, and other matters related to our governance and broader ESG practices. The timing of our first quarter 2024 engagements allowed us to speak with our shareholders about our transformational journey and key strategic priorities following the sale of a majority stake in our Worldpay Merchant Solutions business, as well as broader Board, governance, compensation and ESG-related matters.

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., 347 Riverside Avenue, Jacksonville, Florida 32202. Communications received are distributed by the Corporate Secretary to the appropriate member or members of our Board.

BOARD LEADERSHIP STRUCTURE

In 2022, the Board determined to implement an independent Board Chair structure and appointed Jeffrey A. Goldstein, formerly the Lead Independent Director, to serve as Independent Chairman. Ms. Ferris is our Chief Executive Officer and President.

The Board believes that, in the Company’s current circumstances, having separate individuals serve in the roles of Independent Chairman of the Board and of Chief Executive Officer is in the best interests of the Company and its shareholders. The Independent Board Chair structure allows Mr. Goldstein to provide independent Board leadership and oversight to the Board to define its structure, membership and activities in the fulfillment of its responsibilities. In addition, the structure allows Mr. Goldstein to represent the Board in communications with, and act as a point of contact for, the Company’s shareholders. As our CEO, Ms. Ferris is responsible for setting the Company’s strategic direction and day-to-day leadership and performance of our Company, but the Independent Chairman may recommend that the Board

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review and consider certain matters, as needed. We believe this arrangement assists in ensuring that the Board makes objective decisions and provides a structure in which the perspectives of management and the Company’s shareholders and other stakeholders are given appropriate consideration. The Board periodically reviews its leadership structure and its appropriateness given the needs of the Board and the Company at such time.

The Board has developed a robust set of responsibilities for the Independent Chairman, including:

DIRECTOR INDEPENDENCE

The Board has determined that all of the current non-employee members of the Board and each nominee for election to the Board (other than Ms. Ferris) is independent under the criteria established by the NYSE and our Corporate Governance Guidelines.

In addition to the Board-level standards for director independence, each member of the Audit Committee and each member of the Compensation Committee meets the heightened independence standards required for such committee members under the NYSE’s listing standards.

2024 Proxy Statement 40

COMMITTEES OF THE BOARD

The charters of all committees are available on the Investor Relations page of our website at www.fisglobal.com. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” on page 114.

COMMITTEE COMPOSITION (AS OF April 8, 2024)

(1) Over the past several months, Ms. Alemany, Mr. D’Silva, Ms. Parent and Mr. Shea have each independently informed FIS that they will not be standing for re-election at the 2024 annual meeting of shareholders, for a variety of reasons. Their decisions are not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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AUDIT COMMITTEE

Mr. Shea, Ms. Alemany and Ms. Parent are not standing for re-election at the 2024 annual meeting of shareholders. Prior to the 2024 annual meeting of shareholders, the Board expects to designate and disclose on the Company’s website a new Chair of the Audit Committee to succeed Mr. Shea, effective immediately after the 2024 annual meeting.

The Board has determined that each of the Audit Committee members is financially literate and independent as required by the rules of the SEC and the NYSE, and that each member, other than Ms. Parent, is an Audit Committee Financial Expert, as defined by the rules of the SEC.

The primary functions of the Audit Committee, as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com), are:

2024 Proxy Statement 42

COMPENSATION COMMITTEE

The Board has determined that each of the Compensation Committee members is independent under the heightened independence standards required by the NYSE for compensation committee members.

The primary functions of the Compensation Committee, as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com), are:

For more information regarding the responsibilities of the Compensation Committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis” beginning on page 53.

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CORPORATE GOVERNANCE, NOMINATING AND SUSTAINABILITY COMMITTEE

Ms. Alemany, Mr. D’Silva and Ms. Parent are not standing for re-election at the 2024 annual meeting of shareholders. Prior to the 2024 annual meeting of shareholders, the Board expects to designate and disclose on the Company’s website a new Chair of the Corporate Governance, Nominating and Sustainability Committee to succeed Ms. Alemany, effective immediately after the 2024 annual meeting.

The Board has determined that each of the Corporate Governance, Nominating and Sustainability Committee members is independent as required by the NYSE.

The primary functions of the Corporate Governance, Nominating and Sustainability Committee as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com), are:

RISK AND TECHNOLOGY COMMITTEE

Messrs. D’Silva and Shea are not standing for re-election at the 2024 annual meeting of shareholders.

While the Board is ultimately responsible for risk oversight at our Company, our Board has delegated oversight of the Company’s risk management process to the Risk and Technology Committee. Its role in the Company’s risk oversight

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process includes overseeing the activities of the Company’s Executive Risk and Technology Committee (“ERTC”) and enterprise risk management program. The Company established a Risk, Information Security and Compliance (“RISC”) management group that is responsible for ensuring that all aspects of the enterprise risk management program are implemented. This group provides periodic reporting of the enterprise risk management program, its assessment activities and emerging risks to the ERTC and the Risk and Technology Committee and, in the case of the Company’s Compliance and Ethics programs, to the Audit Committee of the Board. The RISC group is responsible for ensuring the development and deployment of the Company’s risk management program infrastructure, coordinating and conducting risk assessments, prioritizing and reporting risks, developing risk mitigation strategies, and tracking and managing risk mitigation initiatives. The ERTC is responsible for validating and assessing the overall effectiveness of the risk management program and activities performed by senior management to mitigate specific risks. In its oversight role, the Risk and Technology Committee verifies the risk management strategy deployed by the RISC group and the ERTC and reviews and approves the Company’s identified top risks and risk management plan. The Risk and Technology Committee receives periodic risk management effectiveness reporting from management, as well as updates on program changes and emerging risks.

The primary functions of the Risk and Technology Committee as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com), are:

“Enterprise Risks” include operational, information security, strategic, reputational, technology and other risks.

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EXECUTIVE COMMITTEE

Ms. Alemany and Mr. Shea are not standing for re-election at the 2024 annual meeting of shareholders.

The primary function of the Executive Committee, as identified in its charter, is to act on behalf of the full Board between regularly scheduled Board meetings, or during times of an acute emergency, when time is of the essence. The Executive Committee may exercise all of the authority of the Board in the business and affairs of the Company, except where action by the full Board is specifically required or where authority is specifically limited by the Board.

DIRECTOR COMPENSATION

DIRECTOR FEES

In 2023 and to date in 2024, our standard compensatory arrangement with our non-employee directors has included the following:

Jeffrey A. Goldstein, previously our lead independent director, was appointed Independent Chairman effective December 16, 2022. In 2023, his annual retainer fee was increased to $175,000 and his annual equity award was increased to $315,000 to reflect the increased responsibilities associated with serving as Independent Chairman.

Following the director election at our annual shareholders meeting, we grant each then-serving non-employee director restricted stock units (“RSUs”) with an aggregate grant date fair value equal to their annual equity award.

Directors who join the Board during the year receive a pro-rated RSU grant for their service on the Board.

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Grants will vest in full upon the one-year anniversary of the date of grant, subject to continued service on our Board, and vested awards are generally settled shortly following vesting, unless the director elected to defer the settlement of the equity grant under the Board equity deferral program until a termination of service on our Board.

We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at Board and Committee meetings.

Each non-employee member of our Board is eligible to participate in our Deferred Compensation Plan, under which Board members may elect to defer up to 100% of their Board and Committee fees. Deferred amounts are deemed to be invested on the director’s behalf and are held in our general funds and paid in cash upon termination of service on our Board. Each non-employee director also is eligible to participate in our Board equity deferral program, which permits Board members to defer the settlement of their annual equity grants until termination of service on our Board.

In general, deferred amounts are not paid until after the director terminates service on our Board, at which time the director will be paid either in a lump sum or in annual payments over not more than ten years, as elected by the director.

The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ending December 31, 2023. As an employee director, Ms. Ferris is not compensated as a director in connection with her service on our Board. Her compensation is disclosed in the 2023 Summary Compensation Table on page 80:

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Under our stock ownership guidelines, members of the Board of Directors have a minimum aggregate stock ownership target of 5x their annual cash retainer. Each of our serving non-employee directors met the stock ownership guidelines as of December 31, 2023, or were in the four-year transition period to satisfy the stock ownership guidelines.

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Proposal 02 Advisory Vote on Executive Compensation 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.

Advisory Vote on Executive Compensation We hold a non-binding advisory say on pay vote every year, pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), which received approval from 64.5% of the shares voted at our 2022 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 2022 we conducted a comprehensive shareholder engagement program where we sought meetings with our top 30 shareholders and proxy advisory firms, ISS and Glass Lewis, to elicit input regarding our executive compensation programs and practices. Our listening tour provided shareholders an opportunity to offer feedback on these programs and practices. See Shareholder and Other Stakeholder Engagement on page 48 for an overview of our 2022 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 provide a strong link between pay and Company performance, a sound design of our executive compensation program, and strong executive compensation practices and governance. As discussed in the Compensation Discussion and Analysis 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 performancebased incentive programs that are designed to reward our named executive officers on both an annual and longterm 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 competitive 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 2022 Total Compensation on page 76. Accordingly, we ask our shareholders to vote in favor of the following resolution at the annual meeting: RESOLVED, that the Companys shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Companys Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section, the 2022 Summary Compensation Table and the other related tables and disclosures.Advisory Vote on Executive Compensation We hold a non-binding advisory say on pay vote every year, pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), which received approval from 64.5% of the shares voted at our 2022 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 2022 we conducted a comprehensive shareholder engagement program where we sought meetings with our top 30 shareholders and proxy advisory firms, ISS and Glass Lewis, to elicit input regarding our executive compensation programs and practices. Our listening tour provided shareholders an opportunity to offer feedback on these programs and practices. See Our 2023-2024 Shareholder Engagement Program on page 48 for an overview of our 2022 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 provide a strong link between pay and Company performance, a sound design of our executive compensation program, and strong executive compensation practices and governance. As discussed in the Compensation Discussion and Analysis 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 performancebased incentive programs that are designed to reward our named executive officers on both an annual and longterm 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 competitive 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 2022 Total Compensation on page 76. Accordingly, we ask our shareholders to vote in favor of the following resolution at the annual meeting: RESOLVED, that the Companys shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Companys Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section, the 2022 Summary Compensation Table and the other related tables and disclosures.

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.

* as of April 8, 2024

FIRDAUS BHATHENA

has served as Chief Technology Officer of FIS since April 2023. Mr. Bhathena has extensive technology and business leadership experience that spans large, complex organizations, as well as smaller, fast-moving companies. Prior to joining FIS, Mr. Bhathena served as the general manager of healthcare at Noom, an innovative, privately held consumer digital health company, from May 2021 until April 2023, where he pioneered new B2B and B2B2C businesses. Prior to that, he served as the Enterprise Chief Digital Officer at CVS Health from November 2018 until May 2021, where he led digital innovation and product delivery across the enterprise. Prior to Aetna being acquired by CVS Health in November 2018, Mr. Bhathena was the Chief Digital Officer at Aetna, responsible for creating a new Consumer Digital Health products group that delivered multiple new digital experiences leveraging data and artificial intelligence/machine learning in innovative ways. Prior to Aetna, Mr. Bhathena founded two technology companies (i.e., WebLine, acquired by Cisco Systems in 1999, and Relicore, acquired by Symantec in 2007), and was part of the leadership team at the Blade Network, a technology incubator in Boston, MA.

JAMES KEHOE

has served as Corporate Executive Vice President and Chief Financial Officer (“CFO”) since August 21, 2023. Prior to joining FIS, Mr. Kehoe served as Executive Vice President and CFO for Walgreens Boots Alliance, Inc. from June 2018 to August 2023. Prior to this position, Mr. Kehoe served as CFO at Takeda Pharmaceutical Company Limited (“Takeda”) from June 2016 to June 2018, where he also served as a member of the board from June 2017 to June 2018. For over 25 years prior to joining Takeda, Mr. Kehoe served Kraft Foods in a number of finance-related positions with assignments based in Ireland, Germany, Italy, the U.S., Austria, Switzerland and Canada, including his last role as Executive Vice President and CFO of Kraft Foods Group, Inc.

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CHRISTOPHER A. THOMPSON

has served as Executive Vice President and Chief Accounting Officer of FIS since September 2023. Prior to that Mr. Thompson served as Corporate Senior Vice President and Chief Accounting Officer from May 2023 to September 2023. Prior to that Mr. Thompson served as Corporate Senior Vice President and Chief Accounting Officer of FIS from August 2019 until May 2021, when he retired from this position. He served as the Chief Accounting Officer of Worldpay from 2014 until 2019 and was the Senior Vice President and Controller of Worldpay from 2010 to 2014. Prior to joining Worldpay, he was a Partner at Deloitte and Touche LLP.

CAROLINE TSAI

has served as Corporate Executive Vice President and Chief Legal & Corporate Affairs Officer since May 26, 2022, after serving 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 August 2019 to February 2022. Prior to this position, Ms. Tsai served as Executive Vice President, General Counsel and Secretary at Western Union from December 2017 to July 2019. Ms. Tsai served as Deputy General Counsel & Chief Regulatory Officer at BMO Financial Group from December 2015 to November 2017 and Chief Legal Officer, U.S. Personal & Commercial Banking at BMO Harris Bank from January 2014 to December 2015. Ms. Tsai served as Senior Vice President & Associate General Counsel from January 2012 to December 2013 and Senior Vice President & Assistant General Counsel from July 2005 to December 2011 at Bank of America Corporation. Ms. Tsai began her legal career as an associate with the law firm Jones Day.

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.

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In this Compensation Discussion and Analysis, we provide an overview of our named executive officers’ 2023 compensation, including the objectives of our compensation programs and the principles upon which our compensation programs and decisions were based. In 2023, our named executive officers (“NEOs”) were:

Stephanie L. Ferris, Chief Executive Officer and President

James Kehoe, Corporate Executive Vice President, Chief Financial Officer

Ido Gileadi, former Corporate Executive Vice President, Chief Operating Officer

Caroline Tsai, Corporate Executive Vice President, Chief Legal & Corporate Affairs Officer

L. Denise Williams, Corporate Executive Vice President, Chief People Officer

Erik D. Hoag, Corporate Executive Vice President and former Chief Financial Officer

Erik D. Hoag left the position of Chief Financial Officer of the Company effective August 21, 2023 in connection with the Company’s appointment of James Kehoe as Chief Financial Officer but continued to be employed by the Company as a non-executive officer thereafter. Ido Gileadi ceased to serve as Chief Operating Officer effective December 31, 2023, but continued to be employed by the Company until February 29, 2024.

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2023 PERFORMANCE HIGHLIGHTS

2023 was a year of transformation and significant positive momentum at FIS:

Worldpay Transaction: In July 2023, FIS signed a definitive agreement to sell a majority stake in its Worldpay Merchant Solutions business to private equity funds managed by GTCR in a transaction valuing Worldpay at $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by GTCR exceeding certain thresholds. At the closing of the transaction, in January 2024 FIS received net cash proceeds of greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs.

The completion of the transaction reinforces FIS’ position as a global enterprise software leader, supported by favorable industry trends, a marquee set of global clients and best-in-class products and solutions. As a more focused company with a stronger balance sheet, FIS will have greater strategic and operational agility by simplifying operations and driving faster innovation across its portfolio of solutions.

FIS and Worldpay have entered into commercial agreements that will allow FIS to retain access to Worldpay’s marquee portfolio of commercial clients to continue to offer its financial technology solutions and will allow Worldpay to retain access to FIS’ financial institution clients as it continues to scale its bank channel. FIS retained a 45% ownership interest in Worldpay and participates on the Worldpay Board, allowing FIS to benefit from continued growth in the Worldpay business.

Future Forward: We exceeded our 2023 goals for Future Forward, our enterprise transformation strategy announced in November 2022. Future Forward enhances our innovation capability and enables us to accelerate the timing of our delivery of products and solutions to markets, simplify our go-to-market approach, improve client experiences, and drive improved new sales momentum. We are on track to deliver on all of our commitments under the program, including total cash savings exiting 2024 of $1.0 billion, of which over 75 percent represents run-rate cash savings.

Capital Allocation: Supported by the Worldpay separation and Future Forward execution, we are positioned to reinvest in the business and accelerate capital return to shareholders. We intend to use a portion of the proceeds from the sale to repay or otherwise retire approximately $9.0 billion of debt during 2024 (including approximately $2.5 billion aggregate principal amount of senior notes that we repurchased pursuant to tender offers in March 2024) and are targeting a long-term gross leverage ratio (total debt/adjusted EBITDA unburdened by stock compensation expense) in the range of 2.5x-3.0x. In November 2023, we resumed our share repurchase program and purchased $510 million of shares in the

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fourth quarter of 2023. In addition, in February 2024 we raised our 2024 goal for share repurchases to $3.5 billion for the year (or a total of $4.0 billion since resuming repurchases in late 2023). We also intend to maintain a competitive dividend and grow the dividend in line with adjusted net earnings from continuing operations.

We achieved all these results while producing financial results that exceeded our guidance to investors for four consecutive quarters and for the year as a whole, despite earnings headwinds from higher interest rates. While our stock price at the end of the year remained well below the highs of recent years, we believe our accomplishments in 2023 created a foundation for long-term shareholder value creation driven by the continued execution of our strategic plan.

COMPENSATION GOVERNANCE

Our Compensation Committee regularly reviews our executive compensation programs and makes 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.

		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, except in the case of relocation expenses that are generally available to all employees
		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 without shareholder approval

2023 SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT

At our 2023 Annual Meeting, the advisory say-on-pay proposal received 91.96% support of votes cast, demonstrating the approval of our executive compensation program by our shareholders. We believe that the strong support shown by our shareholders reflects the changes we made to our executive compensation program in response to feedback received during the course of our engagement with shareholders after our 2022 Annual Meeting.

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Below is a summary of the common themes we heard during the engagement effort and the response of the Compensation Committee to the shareholder perspectives shared with us, as reflected in our 2023 executive compensation program. During our shareholder engagement meetings in the first quarter of 2024, in which we met with shareholders holding more than 30% of our outstanding shares of common stock, our shareholders continued to be supportive of the changes we made to our executive compensation program while recognizing the need for a balanced program that also rewarded achievement of key operational objectives.

Each year, the Compensation Committee evaluates our program in light of the strategic direction of the Company, market conditions, shareholder views (including the results of our annual say-on-pay vote) and governance considerations, and makes changes deemed appropriate for our business.

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We discussed a range of topics in our engagements over the last year, including our transformation journey and key strategic priorities following the sale of a majority stake in our Worldpay Merchant Solutions business, as well as our ongoing commitment to Board refreshment, and our executive compensation, corporate governance and ESG programs. With respect to executive compensation, we gained valuable perspectives from our shareholders as we seek to assess our incentive programs to align with go-forward value drivers following the completion of the Worldpay transaction. See ‘Shareholder Engagement’ for more details.

We will continue to take into account shareholder feedback, input from our independent compensation consultant, and the outcome of future say-on-pay votes when assessing our executive compensation program and policies as discussed in this CD&A.

COMPENSATION PHILOSOPHY

The primary goal of our executive compensation programs is to drive continued growth and successful execution of our business objectives, thereby creating value for our shareholders. Our compensation programs are grounded on the concept of paying for performance and intended to foster a high-performance culture, aligning the interests of our executive team with those of our shareholders.

Our compensation programs are designed to attract and retain high-performing executives and key employees, as there is significant competition in our industry for talent. We seek to accomplish these objectives by providing our executives with total target compensation that is competitive relative to the compensation paid to similarly situated executives at similarly sized companies. We believe that this is critical to our efforts to motivate, reward and retain those individuals with the leadership abilities and skills necessary for achieving our objectives: delivering value to our clients, investing in and retaining our employees, supporting the communities in which we work, dealing fairly and ethically with our suppliers, and generating long-term value for shareholders.

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:

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For the 2024 programs, our Compensation Committee has thoroughly evaluated the programs to ensure that the metrics align with the key value drivers for the Company following the separation of Worldpay.

ESTABLISHING EXECUTIVE COMPENSATION LEVELS

We operate in a highly competitive industry and compete with our peers and competitors to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills deemed necessary to build long-term shareholder value, motivate our executives to perform at a high level and reward outstanding achievement, our Compensation Committee sets total compensation at levels it determines to be competitive in our market.

The compensation decisions are not formulaic, and the members of our Compensation Committee did not assign precise weights to the factors listed above. The Compensation Committee utilized their individual and collective business judgment to review, assess, and approve compensation for our named executive officers.

USE OF PEER GROUP DATA

To support its review of our executive compensation and benefit programs for 2023, the Compensation Committee engaged Meridian, an independent compensation consultant, to conduct a marketplace review of the compensation we pay to our executive officers. Meridian gathered marketplace compensation data on total compensation, which consisted of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, as well as overhang and dilution from the equity incentive plan, compensation levels as a percent of revenue, pay mix and other key statistics. The marketplace compensation data is an important element in the decisions of our Compensation Committee, but our Compensation Committee ultimately made decisions based on all of the factors described above rather than just relying on peer data.

In 2023, Meridian assisted our Compensation Committee in analyzing the marketplace compensation information for the following group of 15 companies, which we refer to as our “peer group.” Based on data available as of October 2022, the time when the peer group was determined by the Compensation Committee, to select companies based on an average

2024 Proxy Statement 60

revenue range comparable to the projected 2023 revenue for FIS, industry focus (generally the Data Processing and Outsourced Services industry based on Global Industry Classification Standard (“GICS”) Code), nature and complexity of operations, including international focus and companies that compete with us for business and/or executive talent. The Committee generally screened for companies with revenue in the range of 33% to 200% of our projected revenue. The Committee approved the removal of 5 companies that generally were in the Software/Technology industries (Adobe, Cognizant, Intuit, Salesforce and VMware) and had P/E valuations that exceeded the typical level of peers. The Committee approved the inclusion of two new peers (Intercontinental Exchange, Inc. and The Western Union Company), both of which were below the median in terms of revenue as compared to existing peers. As such, our revenue was positioned at the 48th percentile of the peers and market cap was positioned at the 55th percentile of peers. The 2023 peer group was determined by our Compensation Committee in October 2022 and consisted of the companies set forth below.

The marketplace data information in this discussion is not deemed filed or part of the Compensation Discussion and Analysis for certification purposes.

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ROLE OF COMPENSATION COMMITTEE, COMPENSATION CONSULTANT AND EXECUTIVE OFFICERS

Our Compensation Committee is responsible for reviewing, approving and monitoring the compensation programs for our named executive officers, as well as our other executive officers. Our Compensation Committee is also responsible for administering our stock incentive plans and approving individual grants and awards for our executive officers.

To further the objectives of our compensation programs, our Compensation Committee engaged Meridian in 2023 to conduct an ongoing review over the course of the year of our compensation programs for our named executive officers, other Section 16(b) officers and our Board of Directors. Meridian provided our Compensation Committee with relevant market data on compensation, including annual salary, annual incentives, long-term incentives, other benefits, total compensation and pay mix, and alternatives to consider when making compensation decisions.

The Compensation Committee may also give specific assignments to Meridian from time to time and may ask for Meridian’s assistance when it is considering a special or one-time compensation arrangement. In addition, members of our Compensation Committee have discussions with Meridian between meetings as specific questions arise. Meridian was selected by our Compensation Committee and reports directly to the committee.

Ms. Ferris provided input and made recommendations to the Compensation Committee regarding executive compensation levels for executive officers. In addition, Ms. Williams, Chief People Officer, coordinated with the Compensation Committee’s Chair and Meridian in preparing the Compensation Committee’s meeting agendas and materials. Although our Compensation Committee considered the recommendations of Ms. Ferris with regard to our executive officers, our Compensation Committee exercises its discretion when making compensation decisions and may modify the recommendations. Ms. Ferris did not make recommendations to our Compensation Committee with respect to her own compensation.

While our Compensation Committee carefully considers the information provided by, and the recommendations of, Meridian and the individuals who participate in the compensation process, the Compensation Committee retains complete discretion to accept, reject or modify any recommended compensation decisions.

INDEPENDENCE OF THE COMPENSATION CONSULTANT

The Compensation Committee approves Meridian’s fee structure and terms of engagement.

Meridian only provided compensation advisory services to the Compensation Committee in 2023 and did not provide any other services unrelated to executive or director compensation.

The Compensation Committee has considered and assessed relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to the independent compensation consultant that provided services in 2023. Based on this review, the Compensation Committee determined that there are no conflicts of interest raised by the work performed by Meridian.

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COMPENSATION ELEMENTS

COMPONENTS OF 2023 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 other named executive officers in 2023 consisted of the following:

		63 FIS GLOBAL

Approximately 71% of Ms. Ferris’ 2023 target compensation and 63% (on average) of our continuing named executive officers’ 2023 target compensation was based on performance-based cash and performance-based equity incentives that are tied to our financial performance, stock price growth and TSR.