Edgar Filing: FAIR ISAAC CORP

FAIR ISAAC CORPORATION

Date: March 1, 2019

/s/ Mark R. Scadina

Mark R. Scadina

Executive Vice President, General Counsel, and Secretary

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 28, 2019

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11689

94-1499887

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

181 Metro Drive, Suite 700

San Jose, California

95110-1346

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 408-535-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b 2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Fair Isaac Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on February 28, 2019. Of the 29,056,246 shares of common stock entitled to vote, 27,085,503 shares were present at the Annual Meeting in person or by proxy. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Item No. 1:

All of the board’s nominees for director were elected by the votes set forth in the table below:


Nominees	For		Against		Abstain		Broker Non-Votes
Braden R. Kelly		22,808,491		682,909		11,003		3,583,100
A. George Battle		22,640,389		850,896		11,118		3,583,100
James D. Kirsner		22,960,831		529,706		11,866		3,583,100
William J. Lansing		23,417,043		74,082		11,278		3,583,100
Eva Manolis		23,235,214		250,194		16,995		3,583,100
Marc F. McMorris		23,351,429		138,679		12,295		3,583,100
Joanna Rees		23,295,158		195,940		11,305		3,583,100
David A. Rey		23,337,468		151,928		13,007		3,583,100

Item No. 2:

The stockholders approved the adoption of the Company’s 2019 Employee Stock Purchase Plan by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes
23,388,563	105,768	8,072	3,583,100

Item No. 3:

The stockholders approved the amendment to the Company’s 2012 Long-Term Incentive Plan by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes
21,319,224	2,165,936	17,243	3,583,100

Item No. 4:

The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company’s named executive officer compensation by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes
22,288,918	1,179,572	33,913	3,583,100

Item No. 5:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2019 was ratified by the stockholders, by the votes set forth in the table below:


For	Against	Abstain
26,727,665	342,977	14,861

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.