A Dark Vector Cognition product

Item 5. Other Information

7K characters. Original on sec.gov ·

Item 5. Other Information

Director Appointment

On October 31, 2024, the Board increased its size from nine to ten directors and elected Ms. Kourtney Gibson to fill the resulting vacancy, effective November 1, 2024, with an initial term expiring at the 2025 Annual Meeting of Shareholders.

The Board has affirmatively determined that Ms. Gibson is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the Exchange Act.

Ms. Gibson will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2024 Annual Meeting of Shareholders, as filed with the SEC on April 26, 2024, provided that the initial award of restricted stock units will be prorated.

Ms. Gibson has been appointed to serve as a member of each of the Audit Committee and the Risk and Technology Committee of the Board. There are no arrangements or understandings between Ms. Gibson and any other person pursuant to which Ms. Gibson was elected as a director of the Company, nor does Ms. Gibson have any direct or indirect material interests in any related person transactions required to be disclosed under Item 404(a) of Regulation S-K.

Adoption of Executive Severance Plan

The Company adopted the Fidelity National Information Services, Inc. U.S. Executive Severance Plan (the “Severance Plan”) effective as of September 1, 2024, to provide severance protection to certain executive officers and other key employees of the Company (or its affiliate) who are designated as participants by written notice pursuant to the Severance Plan (the

“Participants”). For an executive officer of the Company to be a Participant, the Severance Plan requires designation by our Board of Directors or the Compensation Committee thereof. As of the end of the period covered by this report, no executive officers have been designated as Participants. The Severance Plan will continue until terminated in accordance with the provisions of the Severance Plan, subject to certain limitations set forth therein.

Pursuant to the Severance Plan, in the event of a “Qualifying Termination” (as defined in the Severance Plan), subject to the Company’s receipt of an effective release of claims from the Participant, a Participant would be entitled to receive: (i) a lump sum severance payment equal to one times (1x) the sum of his or her base salary and target annual incentive compensation for the fiscal year in which the termination occurs (or two times (2x) such sum (a) if the termination occurs within three months before, or 24 months after, a “Change in Control” (as defined in the Company’s 2022 Omnibus Incentive Plan) (the “Change in Control Protection Period”) or (b) in the case of a Participant who is the Company’s Chief Executive Officer (a “CEO Participant”)); (ii) a pro-rated annual incentive compensation plan payout for the fiscal year in which the termination occurs, based on actual performance for the entire fiscal year (but not subject to any discretion related to individual performance goals), prorated for the number of full months worked (or a pro-rated target annual incentive compensation plan payout for the fiscal year in which the termination occurs, prorated for the number of full months worked, if the termination occurs during the Change in Control Protection Period); (iii) to the extent unpaid, any annual incentive compensation payable for the fiscal year preceding the date of the termination; and (iv) a lump sum cash payment equal to 12 monthly medical and dental COBRA premiums (or 18 months of such premiums (a) if the termination occurs during the Change in Control Protection Period or (b) in the case of a CEO Participant). For Participants other than a CEO Participant (such Participants, “Executive Officer Participants”), however, in the event of a termination of his or her employment by the Company directly related to work performance (“Performance Termination”) outside the Change in Control Protection Period, subject to the Company’s receipt of an effective release of claims from such Executive Officer Participant, severance benefits under the Severance Plan will consist of (x) a severance payment equal to one-half times (.5x) his or her base salary, (y) a lump sum cash payment equal to six monthly medical and dental COBRA premiums, and (z) any earned but unpaid annual bonus payments relating to the prior calendar year.

The severance benefits under the Severance Plan are subject to the Participant’s compliance with certain non-competition and non-solicitation obligations during the Participant’s employment and one year thereafter and confidentiality and non-disparagement obligations.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amendment of Bylaws

On October 31, 2024, our Board of Directors adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: (i) revise procedural mechanics and informational requirements applicable to shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including to define certain terms and to clarify or limit the scope of information required regarding proposing shareholders, proposed nominees and other related persons; (ii) clarify the procedures to be followed in connection with any voluntary resignation by a director of the Company; (iii) require any director candidate to make himself or herself available to be interviewed by our Board of Directors; and (iv) make certain other clarifying, conforming and ministerial changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the quarter ended September 30, 2024, Ms. Denise Williams, an executive officer of the Company (Chief People Officer), adopted a trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c). The Plan, which was adopted on August 14, 2024, provides for the sale of up to $1,000,000 of shares of FIS common stock and up to 12,484 shares of FIS common stock to be acquired through the exercise of vested stock options. The Plan will expire on the earlier of March 31, 2025, or the date on which all sales under the Plan have been completed.

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