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 2, 20181, 2020 (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 2, 2018,1, 2020, are entitled to vote. On that day, 330,843,711617,736,942 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?   1. In person at the annual meeting.All shareholders of record may vote in person at the annual meeting by bringing the enclosed proxy card and proof of identification, but if you are a beneficial owner (as opposed to a record holder), you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors at the annual meeting with your ballot when you vote at the meeting;identification; or   2. By proxy.There are three ways to vote by proxy:   a.  by internet, using a unique password printed on your proxy card and following the instructions on the proxy card;   b..  by mail, using the enclosed proxy card and return envelope; or   c.  by telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card.   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, Chief Legal 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.

 

Fidelity National Information Services, Inc.			5

Frequently Asked Questions(continued)

 

		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.   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: (i)  giving written notice to the Corporate Secretary prior to the annual meeting; (ii) timely submitting another proxy bearing a later date (in any of the permitted forms) prior to the annual meeting; or (iii)   casting a ballot in person at the annual meeting.   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, 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 orre-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 and Nominating Committee would promptly make a recommendation to the Board about whether to accept or reject the resignation of any “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, 2,regarding anon-binding advisory vote on the compensation paid to our named executive officers, under Georgia law, the action will be approved (on anon-binding 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, 3,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. ●   For Proposal No. 4, regarding the amendment and restatement of the 2008 Omnibus Incentive Plan, 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. For purposes of satisfying the rules of the New York Stock Exchange (“NYSE”), the action will be approved if a quorum exists and a majority of votes are cast in favor of the proposal.

 

6		Fidelity National Information Services, Inc.

Frequently Asked Questions(continued)

 

		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. Brokernon-votes and abstentions are counted for purposes of determining whether a quorum is present.   What are brokernon-votes and what effect will they have?   Brokernon-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. Onnon-routine matters, such as Proposals No. 1 2 and 4,2, nominees cannot vote unless they receive voting instructions from beneficial owners, resulting in so called “brokernon-votes.” Accordingly, with respect to Proposals No. 1 2 and 4,2, brokernon-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.   What effect does an abstention have?   With respect to each proposal, except as noted in the following sentence, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposal No. 4, under the rules of the NYSE, abstentions will have the effect of a vote against the proposal.   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 Inc.LLC to assist in the solicitation of proxies for an estimated fee of $15,795,$16,000, plus reimbursement of expenses.

 

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Frequently Asked Questions(continued)

 

		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; by telephone: (800)568-3476). If you participate in householding and wish to receive a separate copy of the 20172019 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.   This Annual Report is also available on the Investor Relations page of our website athttp://www.fisglobal.com or on the SEC’s website atwww.sec.gov/edgar. The content on our website does not constitute a part of this proxy statement.

 

8		Fidelity National Information Services, Inc.

 

PROPOSAL NO. 1:

Election of Directors

PROPOSAL NO. 2:

Advisory Vote on

Executive Compensation

PROPOSAL NO. 3:

Ratification of

Independent Registered

Public Accounting Firm

PROPOSAL NO. 4:

Amendment and

Restatement of 2008

Omnibus Incentive Plan

Certain Information About Our Directors

The FIS Board is diverse, with four of ten independent directors currently serving being either female or a member of a minority group. 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, 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 retail banking and payments, assetcapital markets and wealth management, risk and compliance, and outsourcingmerchant solutions. With a deep and broad set of solutions, FIS serves its global client base by providing the software and services that empower the financial world. The foundation of both the Company’s historic success and long termlong-term growth strategy includes four pillars. First, fundamental business execution focused on continuous operational improvement. Second, investment for growth by modernizing existing technology and driving the leading edge of innovation. Third, practicing the financial discipline necessary to maintain a strong balance sheet and robust free cash flow. Fourth, pursuit of transformational inorganic expansion through strategic mergers and acquisitions.

Long-Term Growth Strategy
Investment for Growth		Financial Discipline		Operational Improvement		Strategic Mergers and Acquisitions
Advance the way that the world pays, banks and invests by creating seamlessend-to-end experiences across the global financial ecosystem.		Practice the financial discipline necessary to maintain a strong balance sheet and generate robust free cash flow		Achieve continuous operational improvements and post-merger integration through disciplined business execution		Expand and increase scale in secular high-growth markets

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

Fidelity National Information Services, Inc.		9

Expertise of our independent directors

Public Company Board Experience

Global Business Experience

Mergers and Acquisitions

Current or Former CEO

Banking or Financial Services Experience

Government and Regulatory

Financial Expertise

Enterprise Risk Management

Technology

Diversity

Independent Director Tenure and Age

 

DiversityTenure* Female or ethnically diverse independent directors 3 of 7				Age*
0-3				55-65
4-6				66-70
7-10				71+
11+						* As of April 1, 2018

*As of April 1, 2020. Service with FIS includes service for certain of our directors with Certegy, Inc. (“Certegy”) prior to its merger with FIS in November 2006.

Expertise

 

4 of 8 10
with extensive banking experience
5 of 8
with significant technology experience
5 of 8
with significant global business expertise
8 of 8
with significant risk and regulatory experience
5 of 8
current or former CEOs
8 of 8
have board experience

Fidelity National Information Services, Inc.			9

PROPOSAL NO. 1: Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		PROPOSAL NO. 3: Ratification of Independent Registered Public Accounting Firm		PROPOSAL NO. 4: Amendment and Restatement of 2008 Omnibus Incentive Plan

Active Standing Board Committees(As of April 1, 2020)

NAME		AUDIT		COMPENSATION		CORPORATE GOVERNANCE AND NOMINATING		RISK AND TECHNOLOGY
Lee Adrean		Member						Member
Ellen R. Alemany		Member				Chair
Lisa A. Hook		Member						Chair
Keith W. Hughes				Chair				Member
David K. Hunt		Member		Member
Gary L. Lauer				Member		Member
Gary A. Norcross
Louise M. Parent		Chair				Member
Brian T. Shea						Member		Member
James B. Stallings, Jr.				Member				Member
Jeffrey E. Stiefler (Lead Independent Director)				Member		Member
Number of Meetings in Fiscal 2019		8		6		3		4

Director Independence

Section 303A.02 of the NYSE Listing Standards, as approved by the Securities and Exchange Commission (“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.

Executive Management

The FIS directors, individually and collectively, have an outstanding track record as business leaders. Each has served, or continues to serve, in senior executive roles. Many are current or former CEOs: Ms. Alemany and Messrs. Hughes, Hunt, Muma and Norcross. Ms. Parent, Mr. James and Mr. Stallings all held very senior executive positions with large, global employers.

Merger and Acquisition Experience

Since the birth of FIS as a publicly traded entity, strategic acquisitions have played a key part in the Company’s growth. As a result, the Board places a high value on directors who have a proven ability to evaluate transformational merger and acquisition opportunities and/or directors who have demonstrated the ability to lead an organization through the execution of such an acquisition and the integration process that follows. FIS has several such directors, including Messrs. Norcross, Hughes and Muma and Ms. Alemany, who have all led companies through large, transformational acquisitions while serving as the CEO.

Financial Expert

Using the standard set forth in 17 CFR Section 229, all FIS directors qualify as Audit Committee Financial Experts, with the exception of Ms. Parent.

Diversity

The FIS Board is diverse, with three of seven independent directors being either minority or female. More broadly, the collective skills, talents, experiences and perspectives of the Board are also quite diverse. We have executives from banking, technology, financial services and private equity. We have several current or former CEOs, but also have executives with global responsibilities in operations, sales and legal. Their tenure on the FIS Board spans from a few months to more than 10 years. All of this allows the directors to bring a diverse breadth of experience to bear on the matters addressed by the Board.

Board Experience

The FIS Board values the experience brought about by service on other significant boards. All of our directors are serving or have served in the past on such boards. By way of example, these include: ADP (Ms. Alemany), Associates First Capital (Mr. Hughes), Black Knight (Mr. Hunt), Accenture Ltd. (Mr. James), Fiserv (Mr. Muma), Guardian Insurance (Mr. Norcross), Zoetis (Ms. Parent) and UGI Corporation (Mr. Stallings).

Banking Experience

Financial institutions make up the large majority of FIS clients. Therefore, experience in the banking sector is of great value to the FIS Board. Many directors have either worked in or provided service to the banking sector. Moreover, by virtue of their service on our Board, all FIS directors gain insight into banking. Four of our directors have extensive banking experience, led by Ms. Alemany, who was recently named among the Most Powerful Women in Banking by the American Banker. Ms. Alemany is the Chairwoman, CEO and President of CIT Bank, her latest position in a banking career that spans more than 30 years. Mr. Hughes served as Vice Chairman of Citigroup, Inc. after having served as Chairman and Chief Executive Officer at Associates First Capital Corporation. Mr. Hunt served in a variety of executive positions over his long career with Signet Banking Corporation and AT&T Universal

10		Fidelity National Information Services, Inc.

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PROPOSAL NO. 1: Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		PROPOSAL NO. 3: Ratification of Independent Registered Public Accounting Firm		PROPOSAL NO. 4: Amendment and Restatement of 2008 Omnibus Incentive Plan

Card Services. In addition, Ms. Parent served for several years on both the Supervisory Board of Deutsche Bank AG and the American Express Centurion Bank board, a U.S. banking institution with more than $30 billion in assets.

Technology Experience

While FIS operates principally in the financial technology (“FinTech”) space, experience in the broader technology arena is also a valuable asset to our Board. Technology companies of all sorts face common challenges with innovation, cybersecurity, intellectual property and infrastructure. Several of our directors have extensive experience running large businesses in the FinTech and broader technology industries. Mr. Norcross is the current CEO of FIS, consistently ranked as the number one FinTech provider by the International Data Corporation. Mr. Muma was the founder and long-time CEO of Fiserv, another large player in the FinTech space. Mr. Hunt is the former President and CEO of AT&T Universal Card Services and the former Chairman and CEO of Plansoft Corporation, abusiness-to-business software solutions provider. As COO of Accenture Ltd., Mr. James had global responsibility for the Accenture Technology service line. Mr. Stallings retired as the General Manager of Global Markets in the Systems and Technology Group after a long career with IBM.

Global Business Experience

FIS is a large, global operation with clients and employees in well over 100 countries. As such, it is important to have directors with experience in senior executive positions with large, global companies. Five of our directors stand out with extensive global experience. Once again, Mr. Norcross is the current CEO of FIS. Mr. James, in his long career with Accenture served, at separate times, as the Managing Partner - Financial Services Market Unit, Chief Operating Officer, Vice Chairman and the International Chairman of Accenture Ltd. Ms. Parent served for more than 20 years as Executive Vice President and General Counsel of American Express Company and Mr. Stallings served as the General Manager of Global Markets in the Systems and Technology Group at IBM.

Risk And Regulatory Experience

Management of enterprise risk, cybersecurity, and regulatory compliance pervade all aspects of FIS’ strategy and governance. As such, it is highly beneficial for our directors to be knowledgeable in these areas. By virtue of their years of service on the Risk Committee of the FIS Board, several of our directors have built expertise in these areas. These directors include Messrs, Hughes, Hunt, James, Muma and Stallings. In addition, a number of directors have extensive experience in their own executive careers with these matters, including: Mr. Norcross, as CEO of FIS; Ms. Alemany, as CEO of CIT Bank; Mr. Hughes, as CEO of Associates First Capital Corporation and Vice Chairman of Citi Group; Mr. Hunt, over a long career in banking; Mr. Muma, as CEO of Fiserv; and Ms. Parent, as General Counsel of American Express, had responsibility for global legal and compliance functions at the Company and was a member of the Enterprise Risk Management Committee.

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 ninenon-employee directors and one management director. Each member of our Board is elected annually for aone-year term.

Each person elected will hold office until the 20192021 annual meeting of shareholders and 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 2020 annual meeting of shareholders, proxies will be voted for another nominee selected by the Board. Proxies cannot be voted for more than eightten 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.

In the first quarter of 2020, two of our directors announced their decision to retire from the Board. Charles D. Drucker notified the Board of his retirement effective as of March 1, 2020. David K. Hunt notified the Board that he was not standing forre-election and would retire at the end of his term on May 28, 2020.

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

Fidelity National Information Services, Inc.			11

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PROPOSAL NO. 1: Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		PROPOSAL NO. 3: Ratification of Independent Registered Public Accounting Firm		PROPOSAL NO. 4: Amendment and Restatement of 2008 Omnibus Incentive Plan

 

		For purposes of the biographical descriptions of our directors and executive officers, service with FIS includes service for certain of our directors with Certegy Inc. prior to the FISits merger with CertegyFIS in November 2006.

Fidelity National Information Services, Inc.		11

Nominees for Election as Director

  Lee Adrean

Name		Position with FIS		Age as of April 1, 2018		Director Since
Ellen R. Alemany		Director,		62		2014
		Chairwoman of the Corporate Governance and
		Nominating Committee,
		Member of the Executive Committee,
		Member of the Audit Committee
Keith W. Hughes		Lead Independent Director,		71		2002
		Chairman of the Compensation Committee,
		Member of the Executive Committee,
		Member of the Risk Committee
David K. Hunt		Director,		72		2001
		Chairman of the Audit Committee,
		Member of the Executive Committee,
		Member of the Compensation Committee
Stephan A. James		Director,		71		2009
		Chairman of the Risk Committee,
		Member of the Executive Committee,
		Member of the Corporate Governance and
		Nominating Committee
Leslie M. Muma		Director,		73		2013
		Member of the Corporate Governance and
		Nominating Committee,
		Member of the Risk Committee
Gary A. Norcross		Director,		52		2013
		Member of the Executive Committee,
		President and Chief Executive Officer
Louise M. Parent		Director,		67		2017
		Member of the Corporate Governance and
		Nominating Committee,
		Member of the Audit Committee
James B. Stallings, Jr.		Director,		62		2013
		Member of the Risk Committee,
		Member of the Audit Committee

Independent Director Director Since: 2019 Age: 68 Committees Chair:            None Member:       Audit, Risk and Technology Other Public Company Boards: None		Mr. Adrean served as Corporate Vice President and Chief Financial Officer of Equifax, Inc., from October 2006 through May 2014. Prior to joining Equifax, he served as chief financial officer of several other public companies in the transaction processing, internet services, and financial services industries, and served as a strategy consultant for eleven years with Bain & Company. Mr. Adrean previously served on the board of directors of West Corporation and currently serves on the boards of directors of Serta Simmons Bedding, LLC and The Honey Baked Ham Company, LLC. Mr. Adrean previously served on the Board of Worldpay, Inc. from 2012 until its acquisition by FIS on July 31, 2019. Skills and Qualifications Mr. Adrean’s qualifications to serve on the FIS Board include his significant executive experience with public companies and background in finance, accounting and corporate strategy.
				Public company Board Experience				Financial Expertise
				Global Business Experience				Enterprise Risk Management
				Government and Regulatory				Mergers and Acquisitions

  Ellen R. Alemany

Independent Director Director Since: 2014 Age: 64  Committees   Chair:             Corporate  Governance and Nominating   Member:       Audit, Executive   Other Public Company Boards:1		Ms. Alemany is the current Chairwoman, CEO and President of CIT Group, Inc., and the Chairwoman, CEO and President of CIT Bank, N.A., a subsidiary of CIT Group, Inc. She joined CIT in October 2015. Ms. Alemany was the Chairwoman and Chief Executive Officer of The Royal Bank of Scotland Citizens Financial Group from 2008 until October 2013. Prior to that, Ms. Alemany served as the Chief Executive Officer of Global Transaction Services at Citibank/Citigroup from 2006 until 2007, after holding various roles in her twenty-year career with Citibank/Citigroup. From 1977 until 1987 Ms. Alemany worked for Chase Manhattan Bank. From August 2012 until October 2016, Ms. Alemany served on the Board of Automatic Data Processing. Ms. Alemany has served as a director of CIT from 2014. Skills and Qualifications Ms. Alemany’s qualifications to serve on the FIS Board include her more than 30 years of experience in the banking industry and her extensive knowledge of technology, finance, regulatory and compliance matters.
				Public company Board Experience				Banking Experience
				Global Business Experience				Government and Regulatory
				Mergers and Acquisitions				Financial Expertise
				Current or Former CEO				Enterprise Risk Management

 

12		Fidelity National Information Services, Inc.

  Lisa A. Hook

PROPOSAL NO. 1:Independent Director ElectionSince: 2019 Age: 62   Committees   Chair:            Risk and Technology   Member:       Audit, Executive   Other Public Company Boards:  3		Ms. Hook served as President and Chief Executive Officer of DirectorsNeuStar, Inc., an information services and data analytics provider, from October 2010 to July 2018, and as a director from November 2010 to July 2019. Prior to joining Neustar, Ms. Hook served as President and Chief Executive Officer of Sunrocket, Inc., a voice over IP service provider, from 2006 to 2007. From 2001 to 2004, she held several executive-level posts at America Online, Inc., a web services company. Ms. Hook also served in executive and special advisory roles at Time Warner, Inc., was legal adviser to the Chairman of the Federal Communications Commission, and was a senior attorney at Viacom International, Inc. Ms. Hook is a director of Philip Morris International Inc., Ping Identity Holdings, Inc., and Unisys, Inc., and she previously served as Senior Independent Director of RELX PLC and RELX NV. Ms. Hook previously served on the Board of Worldpay, Inc. from 2015 until its acquisition by FIS on July 31, 2019. Skills and Qualifications Ms. Hook’s qualifications to serve on the FIS Board include her significant executive and leadership experience and service as a director at several public companies.
				Public company Board Experience				Government and Regulatory
				Global Business Experience				Financial Expertise
				Mergers and Acquisitions
		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		Current or Former CEO

  Keith W. Hughes

PROPOSAL NO. 3:Independent Director Ratification ofDirector Since: 2002 Independent RegisteredAge: 73   Committees   Chair:           Compensation               Member:       Executive, Risk and Technology   Other Public Accounting FirmCompany Boards:None		Since April 2001, Mr. Hughes has been a self-employed consultant to domestic and international financial services institutions. From November 2000 to April 2001, he served as Vice Chairman of Citigroup Inc. Mr. Hughes was named to that position in 2000 when Citigroup acquired Associates First Capital Corporation, where he had served as Chairman and Chief Executive Officer since February 1995. From February 2011 until May 2016, Mr. Hughes served as a director of THL Credit Inc.   PROPOSAL NO. 4:Skills and Qualifications AmendmentMr. Hughes’ qualifications to serve on the FIS Board include his years of experience as an executive and consultant to financial services institutions, particularly his experience as Vice Chairman of Citigroup Inc. and Chairman and Chief Executive Officer of Associates First Capital Corporation, as well as his financial literacy and experience in matters of corporate governance. Restatement of 2008 Omnibus Incentive Plan
				Public company Board Experience				Government and Regulatory
				Mergers and Acquisitions				Financial Expertise
				Current or Former CEO				Enterprise Risk Management
				Banking Experience

Ellen R. Alemany

has served as a director of FIS since June 2014. Ms. Alemany is the current Chairwoman, CEO and President of CIT Group, Inc., and the Chairwoman, CEO and President of CIT Bank, N.A., a subsidiary of CIT Group, Inc. She joined CIT in October 2015. Ms. Alemany was the Chairwoman and Chief Executive Officer of The Royal Bank of Scotland Citizens Financial Group from 2008 until her retirement in October 2013. Prior to that, Ms. Alemany served as the Chief Executive Officer of Global Transaction Services at Citibank/Citigroup from 2006 until 2007, after holding various roles in her twenty-year career with Citibank/Citigroup. From 1977 until 1987 Ms. Alemany worked for Chase Manhattan Bank. From August 2012 until October 2016, Ms. Alemany served on the Board of Automatic Data Processing (“ADP”).

Ms. Alemany’s qualifications to serve on the FIS Board include her more than 30 years of experience in the banking industry and her extensive knowledge of technology, finance, regulatory and compliance matters.

Keith W. Hughes

has served as a director of FIS since August 2002. Since April 2001, Mr. Hughes has been a self-employed consultant to domestic and international financial services institutions. From November 2000 to April 2001, he served as Vice Chairman of Citigroup Inc. Mr. Hughes was named to that position in 2000 when Citigroup acquired Associates First Capital Corporation, where he had served as Chairman and Chief Executive Officer since February 1995. From February 2011 until May 2016, Mr. Hughes served as a director of THL Credit Inc.

Mr. Hughes’ qualifications to serve on the FIS Board include his years of experience as an executive and consultant to financial services institutions, particularly his experience as Vice Chairman of Citigroup Inc. and Chairman and Chief Executive Officer of Associates First Capital Corporation, as well as his financial literacy and experience in matters of corporate governance.

David K. Hunt

has served as a director of FIS since June 2001. Since December 2005, Mr. Hunt has been a private investor. He served as thenon-executive Chairman of the Board of OnVantage, Inc. from October 2004 until December 2005. From May 1999 to October 2004, he served as the Chairman and Chief Executive Officer of PlanSoft Corporation, an internet-basedbusiness-to-business solutions provider in the meeting and convention industry. Mr. Hunt served as director for Lender Processing Services (“LPS”) from June 2012 until December 2014 and now serves as a director of Black Knight Inc. (“BKI”), a successor to LPS.

Mr. Hunt’s qualifications to serve on the FIS Board include his financial literacy and more than 40 years of experience in the banking and payments industries, including serving in executive positions with Signet Banking Corporation, Global Payments Inc., and AT&T Universal Card Services Inc.

Stephan A. James

has served as a director of FIS since 2009. He is the former Chief Operating Officer of Accenture Ltd., and served as Vice Chairman of Accenture Ltd. from 2001 to 2004. He also served in the advisory position of International Chairman of Accenture from August 2004 until August 2006. He is a director of Navigant Consulting, Inc., and currently serves as a member of the University of Texas McCombs School of Business Advisory Board. Mr. James served as a director of Metavante from November 2007 until the Metavante acquisition by FIS on October 1, 2009. Mr. James was a director of BMC Software, Inc. until July 2013 when the company went private.

 

Fidelity National Information Services, Inc.			13

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  Gary L. Lauer

PROPOSAL NO. 1:Independent Director Election of DirectorsDirector Since: 2019		Age: 67   PROPOSAL NO. 2:  Committees Advisory Vote on Executive Compensation		PROPOSAL NO. 3:  Chair:              None Ratification of Independent Registered  Member :        Compensation, Corporate                          Governance and Nominating     Other Public Accounting FirmCompany Boards:None		Mr. Lauer serves as Executive Director and aco-founder of the Eminent Series Group, a position he has held since July 2017. Mr. Lauer serves as an associate consultant of Bain and Company. Prior to this position, he served as Chief Executive Officer of eHealth, Inc., a position he held from December 1999 to May 2016, and Chairman of eHealth’s Board of Directors, a position he held from December 1999 to March 2012. Prior to joining eHealth, Mr. Lauer was Chairman and Chief Executive Officer of MetaCreations Corporation from 1998 to December 1999. Prior to MetaCreations, Mr. Lauer spent more than nine years at Silicon Graphics, Inc., where he was a member of the senior executive team. Mr. Lauer started his career at International Business Machines Corp. in sales and marketing management. Mr. Lauer previously served on the Board of Worldpay, Inc. from 2012 until the acquisition by FIS on July 31, 2019.   PROPOSAL NO. 4:Skills and Qualifications AmendmentMr. Lauer’s qualifications to serve on the FIS Board including his significant operational and leadership experience as the Chief Executive Officer and Chairman of eHealth for more than sixteen years and as a former senior executive of several technology companies. Restatement of 2008
				Public company Board Experience Omnibus Incentive Plan				Government and Regulatory
				Global Business Experience				Financial Expertise
				Current or Former CEO				Technology

Mr. James’ qualifications to serve on the FIS Board include his experience and expertise providing management consulting and technology services to financial service companies in connection with his management positions at Accenture Ltd. In particular, Mr. James was responsible for the worldwide financial service consulting and outsourcing business of Accenture Ltd. for five years. In addition, Mr. James has experience at managing the complexities of a large, global technology-based firm.

Leslie M. Muma

has served as a director of FIS since December 2013. Mr. Muma served as Chief Executive Officer of Fiserv Inc. from 1999 until his retirement in December 2005. Mr. Muma also served as a director of Fiserv Inc. from 1984 until 2006. Mr. Muma was President of Sunshine State Systems from 1971 until 1984, when he helped found Fiserv Inc. From 1984 until 1999, Mr. Muma held the position of President and Chief Operating Officer of Fiserv Inc.

Mr. Muma’s qualifications to serve on the FIS Board include his more than 30 years of experience as an executive officer in the financial technology services industry, as well as his expertise in corporate finance, mergers and acquisitions.

Gary A. Norcross

is the President and Chief Executive Officer of FIS, a position he has held since January 1, 2015. From March 2012 to January 2015, he served as President and Chief Operating Officer of FIS. From October 2009 to March 2012, he served as Corporate Executive Vice President, Chief Operating Officer of FIS, and served as President and Chief Operating Officer, Transaction Processing Services of FIS from November 2007 to September 2009. Prior to that, he served as Executive Vice President of the Integrated Financial Solutions division of FIS beginning in February 2006 and held the position of Senior Vice President of Integrated Financial Solutions from June 1996 to February 2006. He served FIS in various other capacities between 1988 and 1996, and served on the board of mFoundry, Inc. until it was acquired by FIS in 2013. In 2017, Mr. Norcross joined the Board of the Guardian Life Insurance Company, a150-year-old mutual insurance company.

Mr. Norcross’s qualifications to serve on the FIS Board include 30 years of experience with FIS in executive and operations management, as well as risk, financial and human resources management. Mr. Norcross also has valuable financial services industry knowledge and experience with mergers and acquisitions.

Louise Parent

is a director of FIS, having joined the Board by appointment effective October 26, 2017. Ms. Parent is currently Of Counsel to the law firm of Cleary Gottlieb Steen & Hamilton LLP. From 1993 until her retirement in 2013, Ms. Parent served as the Executive Vice President and General Counsel of American Express Company. During that time, she also served as a director of American Express Travel Related Service Company, the principal operating subsidiary, and American Express Centurion Bank, a U.S. banking subsidiary. Ms. Parent has served on the Supervisory Board of Deutsche Bank AG since July 2014 and also serves on the Board of Zoetis, Inc., a public company specializing in animal health.

Ms. Parent’s qualifications to serve on the FIS Board include over 25 years of experience in the payments and financial services industries, and her extensive expertise in legal, compliance and corporate governance matters.

 

14		Fidelity National Information Services, Inc.

  Gary A. Norcross

PROPOSAL NO. 1:Chairman, President and Election of DirectorsChief Executive Officer		Director Since: 2013 Age: 54   PROPOSAL NO. 2:  Committees Advisory Vote on Executive Compensation		PROPOSAL NO. 3:  Chair:           Executive Ratification of Independent Registered  Member:       None   Other Public Accounting FirmCompany Boards:None		Mr. Norcross is the Chairman, President and Chief Executive Officer of FIS. He has served as President and Chief Executive Officer since 2015, and has served as Chairman since April 2018. From March 2012 to January 2015, he served as President and Chief Operating Officer of FIS. From October 2009 to March 2012, he served as Corporate Executive Vice President, Chief Operating Officer of FIS, and served as President and Chief Operating Officer, Transaction Processing Services of FIS from November 2007 to September 2009. Prior to that, he served as Executive Vice President of the Integrated Financial Solutions division of FIS beginning in February 2006 and held the position of Senior Vice President of the Integrated Financial Solutions division of FIS and its predecessors from June 1996 to February 2006. He served FIS in various other capacities between 1988 and 1996. In 2017, Mr. Norcross joined the Board of the Guardian Life Insurance Company, a150-year-old mutual insurance company.   PROPOSAL NO. 4:Skills and Qualifications AmendmentMr. Norcross’s qualifications to serve on the FIS Board include over 31 years of experience with FIS and its predecessors in executive and operations management, as well as risk, financial and human resources management. Mr. Norcross also has valuable financial services industry knowledge and experience with mergers and acquisitions. Restatement
				Public company Board Experience				Government and Regulatory
				Global Business Experience				Financial Expertise
				Mergers and Acquisitions				Enterprise Risk Management
				Current or Former CEO				Technology
				Banking Experience

Fidelity National Information Services, Inc.		15

  Louise M. Parent

Independent Director Director Since: 2017 Age: 69   Committees   Chair:              Audit   Member:         Corporate Governance  and                           Nominating, Executive   Other Public Company Boards:1		Ms. Parent is currently Of Counsel to the law firm of 2008Cleary Gottlieb Steen & Hamilton LLP. From 1993 until her retirement in 2013, Ms. Parent served as Executive Vice President and General Counsel of American Express Company. During that time, she also served as a director of American Express Travel Related Service Company, its principal operating subsidiary, and American Express Centurion Bank, a U.S. banking subsidiary. Ms. Parent served on the Supervisory Board of Deutsche Bank AG from July 2014 through 2018 and also serves on the Board of Zoetis, Inc., a public company specializing in animal health. Omnibus Incentive Plan Skills and Qualifications Ms. Parent’s qualifications to serve on the FIS Board include over 25 years of experience in the payments and financial services industries, and her extensive expertise in legal, compliance and corporate governance matters.
				Public company Board Experience				Banking Experience
				Global Business Experience				Government and Regulatory
				Mergers and Acquisitions				Enterprise Risk Management

  Brian T. Shea

Independent Director Director Since: 2018 Age: 59   Committees   Chair:              None   Member:         Corporate Governance  and                           Nominating,  Risk and                           Technology   Other Public Company Boards:1		Mr. Shea served as Vice Chairman and Chief Executive Officer of Investment Services for BNY Mellon from 2014 until December 2017. Mr. Shea was the Chairman and Chief Executive Officer of Pershing, LLC, a BNY Mellon company, from 2010 to 2013, served as the President and COO of Pershing, LLC from 2001 to 2010 and served in a variety of executive roles with Pershing since 1983. Mr. Shea serves as a director of Ameriprise Financial, Inc. Skills and Qualifications Mr. Shea’s qualifications to serve on the FIS Board include his more than 30 years of experience in the securities, investment services and banking industries, as well as his expertise in global enterprise operations, financial technology, financial regulations, corporate development and corporate governance.
				Public company Board Experience				Government and Regulatory
				Global Business Experience				Financial Expertise
				Mergers and Acquisitions				Enterprise Risk Management
				Current or Former CEO				Technology
				Banking Experience

16		Fidelity National Information Services, Inc.

James B. Stallings, Jr.

Independent Director Director Since: 2013 Age: 64 Committees   Chair:              None   Member:         Compensation,                           Risk and Technology   Other Public Company Boards:2		has served as a director of FIS since April 2013. Since 2013, Mr. Stallings has been a Managing Partner of PS 27 Ventures, LLC, a private investment fund focused on technology companies. Mr. Stallings is also theco-founder of SmartBox, a healthy snack vending company. From 2009 until his retirement in January 2013, Mr. Stallings served as General Manager of Global Markets in IBM’s Systems and Technology Group. From 2002 to 2009, Mr. Stallings has been the Chief Executive Officer and Managing Partner of PS27 Ventures, LLC, a private investment fund focused on technology companies. He has been directly involved in starting dozens of new ventures in FinTech, HealthTech, and Saas. Mr. Stallings is also theco-founder of SmartBox, a healthy snack vending company. From 2009 until his retirement in January 2013, Mr. Stallings served as General Manager of Global Markets in IBM’s Systems and Technology Group. From 2002 to 2009 and from 1984 to 1996, Mr. Stallings served in a variety of roles at IBM Corporation, including General Manager, Enterprise Systems, IBM Systems and Technology Group. From 2000 to 2002, Mr. Stallings founded and ran E House, a consumer technology company, and prior to that, Mr. Stallings worked for Physician Sales & Services, Inc., a medical supplier. From 1984 to 1996, Mr. Stallings worked in various capacities for IBM Corporation. Mr. Stalling’s is currently a director of UGI Corporation and Cannae Holdings, Inc. Mr. Stallings’s qualifications to serve on the FIS Board include more than 25 years of experience in the information technology industry, including General Manager, Enterprise Systems, IBM Systems and Technology Group. From 2000 to 2002, Mr. Stallings founded and ran E House, a consumer technology company. Mr. Stallings is currently a director of UGI Corporation and Cannae Holdings, Inc. He holds a Bachelor of Science degree from the U.S. Naval Academy and served as a Captain in the U.S. Marine Corps. He also serves as a Trustee of the Folded Flag Foundation which provides scholarships to descendants of fallen warriors in the U.S. Military. Skills and Qualifications Mr. Stallings’s qualifications to serve on the FIS Board include more than 25 years of experience in the information technology industry, including leadership roles in business management, strategy and innovation.
				Public company Board Experience				Financial Expertise
				Global Business Experience				Enterprise Risk Management
				Government and Regulatory				Technology

Fidelity National Information Services, Inc.		17

  Jeffrey E. Stiefler

Lead Independent Director Director Since: 2019 Age: 73   Committees   Chair:              None   Member:         Compensation, Corporate                           Governance and                           Nominating, Executive   Other Public Company Boards:1		Mr. Stiefler previously served as Worldpay’s Chairman from March 2012 to January 2018 and served as Worldpay’s Lead Director from February 24, 2019 to July 31, 2019. Mr. Stiefler served as a director andnon-executive chairperson of the board of directors of Vantiv Holding, LLC from August 4, 2010 until March 2012. He currently serves on the board of directors of LogicSource, Inc. and OneSpaWorld Holdings Limited. He previously served on the boards of directors of LPL Financial Corporation and VeriFone Systems, Inc., and served as Lead Director of Taleo Corporation, Inc. prior to its acquisition by Oracle Corporation in April 2012. Mr. Stiefler served as a Venture Partner at Emergence Capital Partners from 2008 through the beginning of 2013. Mr. Steifler was the Chairman, President and CEO of Digital Insight from August 2003 until the company’s acquisition by Intuit in February 2007. Prior to Digital Insight, Mr. Steifler worked with several private equity firms as an operating advisor and held a variety of positions at American Express, including President and Director of the company, and President and CEO of American Express Financial Advisors. Skills and Qualifications Mr. Steifler’s qualifications to serve on the FIS Board include his significant senior management expertise at public companies as well as his operational and strategic experience and current and past board experience, including having had the role of chairman of the board of directors of a public company.
				Public company Board Experience				Government and Regulatory
				Global Business Experience				Financial Expertise
				Current or Former CEO				Technology
				Banking Experience

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE.

 

18
Fidelity National Information Services, Inc.			15

PROPOSAL NO. 1:     Election of Directors

 

PROPOSAL NO. 2:

Advisory Vote on

Executive Compensation

PROPOSAL NO. 3:

Ratification of

Independent Registered

Public Accounting Firm

PROPOSAL NO. 4:

Amendment and

Restatement of 2008

Omnibus Incentive Plan

Advisory Vote on Executive Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule14a-21(a) promulgated thereunder, we are asking our shareholders to approve, in anon-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of RegulationS-K.

We hold a“say-on-pay”non-binding advisory “say on pay” vote every year and 83%year. At our 2019 annual meeting, over 93% of the shares that voted at our 2017 shareholders’ meeting approved our executive compensation proposal. Our approach and process to executive compensation ensures 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”)We 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. These incentive programs are designed to reward our named executive officers on both an annual and long-term basis only if they attain certain specified goals.

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. 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.

Moreover, our plans also hold our executive officers accountable for underperformance. In 2015, when FIS failed to achieve its minimum EBITDA target under the annual officer incentive program, no annual cash incentive awards were paid to officers and officer equity grants were reduced by over 40%.

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 theour named executive officers, as disclosed in the Company’s Proxy Statement for the 20182020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and Executive and Director Compensation section, the 20172019 Summary Compensation Table and the other related tables and disclosures.”

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. Approval of the compensation paid to our named executive officers requires that the number of shares present or represented by proxy and entitled to vote approving the proposal exceed the number of shares present or represented by proxy and entitled to vote opposing it. Abstentions will have no effect. However, as this is an advisory vote, the results will not be binding on the Company, the Board, or the Compensation Committee and will not require us to take any action. The final decision on the compensation of our named executive officers remains with our Compensation Committee and the Board, although the Compensation Committee and the Board will consider the outcome of this vote when making compensation decisions.

 

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.

 

16		Fidelity National Information Services, Inc.

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PROPOSAL NO. 1:     Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		PROPOSAL NO. 3: Ratification of Independent Registered Public Accounting Firm		PROPOSAL NO. 4: Amendment and Restatement of 2008 Omnibus Incentive Plan

Comparison of 5 Year Cumulative Total Return^*

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

*$100 invested on 12/31/12 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright© 2017 Standard & Poor’s, a division of S&P Global. All rights reserved.

Fidelity National Information Services, Inc.			17	19

PROPOSAL NO. 1:     Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation

 

PROPOSAL NO. 3:

Ratification of

Independent Registered

Public Accounting Firm

PROPOSAL NO. 4:

Amendment and

Restatement of 2008

Omnibus Incentive 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 ofnon-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 20172019 fiscal year. For services rendered to us during or in connection with our fiscal years ended December 31, 20172019 and 2016,2018, we were billed the following fees by KPMG:

 

		2017		2016		2019				2018
Audit Fees		$10,837,113		$7,517,443			$12,698,754				$8,959,988
Audit-Related Fees		$173,563		$459,625			$130,635				$141,353
Tax Fees		$505,318		$1,546,117			$1,029,056				$447,621
All Other Fees		$64,379		$252,169			$67,899				$94,037

Audit Fees.Audit fees consisted of fees for the audits, registration statements and other filings related to the Company’s 20172019 and 20162018 financial statements, and audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings forout-of-pocket expenses incurred. The increased audit fees in 2019 were primarily due to the acquisition of Worldpay, Inc.

Audit-Related Fees.Audit-related fees in 20172019 and 20162018 consisted primarily of fees for Statement on Standards for Attestation Engagements No. 16various agreed upon procedures and other assurance reports.

Tax Fees.Tax fees in 20172019 and 20162018 consisted principally of fees for tax compliance, tax planning and tax advice.

All Other Fees.Othernon-audit permitted services associated with various initiatives by the Company.

 

1820		Fidelity National Information Services, Inc.

 

PROPOSAL NO. 1:

    Election of Directors

PROPOSAL NO. 2:

Advisory Vote on

Executive Compensation

PROPOSAL NO. 3:

Ratification of

Independent Registered

Public Accounting Firm

PROPOSAL NO. 4:

Amendment and

Restatement of 2008

Omnibus Incentive Plan

Approval of Accountants’ Services

In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and allnon-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 forpre-approving all work performed by KPMG. Specifically, the Audit Committee haspre-approved the use of KPMG for specific types of services subject to maximum amounts set by the committee. Additionally, specificpre-approval authority is delegated to our Audit Committee chairman,chair, provided that the estimated fee for the proposed service does not exceed apre-approved maximum amount set by the committee. Our Audit Committee chairmanchair must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. Any other services are required to bepre-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 2018.2020.

 

19		Fidelity National Information Services, Inc.

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PROPOSAL NO. 1:     Election of Directors		PROPOSAL NO. 2: Advisory Vote on Executive Compensation		PROPOSAL NO. 3: Ratification of Independent Registered Public Accounting Firm		PROPOSAL NO. 4: Amendment and Restatement of 2008 Omnibus Incentive Plan 21

Amendment and Restatement of the 2008 Omnibus Incentive Plan

Our Board has approved an amendment and restatement of the FIS 2008 Omnibus Incentive Plan (the “Omnibus Plan,” and as so amended and restated, the “Amended Plan”), subject to the approval of our shareholders. Accordingly, we are seeking shareholder approval of the Amended Plan.

The primary purpose of the amendment and restatement of the Omnibus Plan is to provide for the issuance of Employee Stock Purchase Plan (“ESPP’) awards under the Amended Plan. The amendment and restatement does not increase the number of shares of FIS common stock available for issuance under the Omnibus Plan.

Background and Description of the Proposal

Since 2006, the Company has separately maintained both the Omnibus Plan and an ESPP. The 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, and for the Company to make matching contributions that are used to purchase shares of FIS common stock on the open market for the employee if the employee satisfies certain continued employment requirements. The ESPP is a nonqualified plan, not a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code.

We have successfully used the Omnibus Plan and the ESPP to attract, retain and incentivize highly qualified employees; however, there are not enough shares remaining available under the ESPP to continue the ESPP program. Rather than amend and restate the ESPP to increase the number of shares available for issuance under the ESPP, the Board has amended and restated the Omnibus Plan to expressly provide for the ability to issue ESPP awards under the Omnibus Plan. If the Amended Plan is approved by shareholders, we will continue to offer the ESPP program to our employees on the same terms as we have under the ESPP, except that the program will be administered under the Amended Plan, and the ESPP will be terminated.

Share purchases under the ESPP program that we match, as well as the shares purchased with matching contributions, will be treated as shares issued pursuant to an award under the Amended Plan and will reduce the number of shares available for issuance under the Omnibus Plan. Consistent with New York Stock Exchange listing rules, which provide that plans that merely allow employees, directors or other service providers to elect to buy shares on the open market or from the listed company for their current fair market value are not considered “equity compensation plans” for purposes of the listing rules, shares purchased by employees that are not matched will not reduce the number of shares available for issuance under the Omnibus Plan. Based on historical grant practices under the Omnibus Plan and share purchases and matches under the ESPP, we estimate that there are enough shares remaining available under the Amended Plan to allow us to continue our long-term incentive programs, including the ESPP program, for approximately three years.

The Amended Plan also includes updates to reflect the current number of shares available for issuance under the Omnibus Plan as of February 1, 2017, the date the Board approved the Amended Plan, and to update the Omnibus Plan’s provisions prohibiting repricing of stock options and SARs and share reserve counting mechanics.

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, and that the Amended Plan will enable us to continue to align employee and shareholder interests consistent with our compensation philosophy. For these reasons, we consider approval of the Amended Plan important to our future success.

Key Data

Although the amendment and restatement reflected in the Amended Plan does not increase the number of shares available under the Omnibus Plan, we are providing below key data regarding the Omnibus Plan and historical purchases under the ESPP to help shareholders evaluate this proposal. The following table includes information regarding outstanding equity awards and shares available for future awards under the Omnibus Plan as of April 2, 2018, and information regarding the average number of share purchases under the ESPP over the past 3 years:

The closing price of a share of the Company’s common stock on April 2, 2018 was $94.71.

As of April 2, 2018, Gary A. Norcross (President and CEO) had been issued 2,823,675 options under the Omnibus Plan, James W. Woodall (Chief Financial Officer) had been issued 654,205 options under the Omnibus Plan, Michael P. Oates (Chief Administrative Officer) had been issued 307,921 options under the Omnibus Plan, Marianne Brown(Co-Chief Operating Officer) had been issued 402,047 options under the Omnibus Plan, and Anthony Jabbour(Co-Chief Operating Officer) had been issued 953,948 options under the Omnibus Plan. As of April 2, 2018, all other current executive officers as a group had been issued 621,855 options under the Omnibus Plan, all current directors who are not executive officers as a group had been issued 1,557,404 options under the Omnibus Plan, and the nominees for election as directors had been issued the following number of options under the plan: 296,643. No associates of such directors, executive officers or nominees have received options or restricted stock under the Plan. All employees, including all current officers who are not executive officers, as a group had been issued 7,978,456 options under the Omnibus Plan as of April 2, 2018. The future awards that would be received under the Amended Plan by particular individuals or groups are not determinable at this time.

Description of the Amended Plan

The complete text of the Amended Plan is set forth as Annex A to this Proxy Statement. The following is a summary of the material features of the Amended Plan and is qualified in its entirety by reference to Annex A.

Effective Date and Duration

If approved by our shareholders, the Amended Plan will become effective on May 30, 2018, and will remain in effect with respect to outstanding awards until no awards remain outstanding.

Amendment and Termination

The Amended Plan may be amended or terminated by our Board at any time, subject to certain limitations, and, subject to limitations under the Amended Plan, the awards granted under the Amended Plan may be amended by the Compensation Committee at any time, provided that no such action to the Amended 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 New York Stock Exchange’s listing standards or to comply with securities laws may become effective without shareholder approval.

Administration of the Amended Plan

The Amended Plan would 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 participate in the Amended Plan; determine the size and types of awards; determine the terms and conditions of awards; construe and interpret the Amended Plan and any award agreement or other instrument entered into under the Amended Plan; establish, amend and waive rules and regulations for the administration of the Amended Plan; and, subject to certain limitations, amend the terms and conditions of outstanding awards. The committee’s determinations and interpretations under the Amended Plan are binding on all interested parties. The committee is empowered to delegate its administrative duties and powers as it may deem advisable, to the extent permitted by law.

Shares Subject to the Amended Plan

As of February 1, 2018, the date the Board approved the Amended Plan, there were 17,442,693 shares available for future awards under the Amended Plan and 15,766,880 shares subject to outstanding awards (i.e., shares subject to outstanding options that have not yet been exercised and shares subject to other awards that were previously granted but are not yet vested). Of the 17,442,693 shares available for future awards, 6,804,489 are available only for awards to employees, directors and consultants who were not employees, directors or consultants of FIS or a subsidiary as of immediately prior to the closing of our acquisition of SunGard on November 30, 2015 (the “Transferred Shares”). Of the 15,766,880 shares subject to outstanding awards, 2,839,913 were Transferred Shares.

Shares that are potentially deliverable under an award that is canceled, forfeited, settled in cash, expires or is otherwise terminated without delivery of such shares, as well as share purchases under the ESPP program that are not matched, are not counted as having been delivered under the Amended Plan. Shares that have been issued in connection with an award of restricted stock that is canceled or forfeited prior to vesting or settled in cash, causing the shares to be returned to us, shall not be counted as having been delivered under the Amended Plan.

If shares are returned to us in satisfaction of taxes relating to restricted stock, in connection with a cash out of restricted stock (but excluding upon forfeiture of restricted stock) or in connection with the tendering of shares by a participant (or withholding of shares by us) in satisfaction of the exercise price or taxes relating to an award, such issued shares shall not become available again under the Amended Plan. Shares repurchased on the open market with the proceeds of an option exercise shall not become available again under the Amended Plan. Each stock appreciation right (“SAR”) issued under the Amended Plan would be counted as one share issued under the Amended Plan without regard to the number of shares issued to the participant upon exercise of such SAR.

Shares issued under the Amended Plan may be authorized but unissued shares, treasury shares or shares purchased on the open market.

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 Amended 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 Amended Plan, (ii) in the individual annual limitations on each type of award under the Amended 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, orper-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 the committee may (i) reduce the exercise price of outstanding options or SARs (except to the extent described above in the event of an equity restructuring or other change in corporate capitalization), (ii) cancel options or SARs and grant substitute options or SARs with a lower exercise price, (iii) cancel outstanding underwater options or SARs in exchange for cash or other securities or awards, or (iv) take any other action with respect to options or SARs that would be treated as a repricing under the stock exchange or quotation system on which the shares are principally traded. In the amendment and restatement reflected in the Amended Plan, theno-repricing provisions were updated to clarify that they apply to SARs as well as options, and to add the provision described in (iv) above.

Eligibility and Participation

Eligible participants include all employees, directors and consultants of FIS and our subsidiaries, as determined by the committee. As of April 2, 2018, we had approximately 967 full-time equivalent employees and ninenon-employee directors participating in the Amended Plan.¹ Because the Amended 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 Amended Plan and the benefits that will be provided to the participants cannot be determined at this time.

Awards under the Amended Plan

Grants under the Amended Plan may be made in the form of stock options, SARs, restricted stock, restricted stock units (“RSUs”), performance shares, performance share units (“PSUs”), and other cash or stock-based awards. The Amended Plan clarifies the types of “other cash and stock-based awards” that may be granted, and expressly provides that purchases of our common shares (both elective and matching) under an ESPP program are a type of award permitted under the Amended Plan. Each of the above categories of awards are described in more detail below.

Maximum Grants under the Amended Plan

Subject to adjustment pursuant to the anti-dilution provisions of the Amended Plan, the following limits apply to awards that are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, (i) the maximum number of our shares with respect to which stock options or SARs may be granted to any participant in any fiscal year is 4,000,000 shares; (ii) the maximum number of our shares of restricted stock that may be granted to any participant in any fiscal year is 2,000,000 shares; (iii) the maximum number of our shares with respect to which RSUs may be granted to any participant in any fiscal year is 2,000,000 shares; (iv) the maximum number of our shares with respect to which performance shares may be granted to any participant in any fiscal year is 2,000,000 shares; (v) the maximum amount of compensation that may be paid with respect to performance units or other cash or stock-based awards awarded to any participant in any fiscal year is $25,000,000 or a number of shares having a fair market value not in excess of that amount; and (vi) the maximum

¹As of April 1, 2018, FIS had more than 53,000 full-time equivalent employees globally and ninenon-employee directors.

dividend or dividend equivalent that may be paid to any one participant in any one fiscal year is $25,000,000.

Types of Awards

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

Stock Options.The committee may grant incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”) or a combination thereof under the Amended 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 Amended 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 Amended 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 shares that isnon-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.

Restricted Stock Units and Performance Shares. RSUs and performance shares represent a right to receive a share 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 initial value of an RSU or performance share granted under the Amended Plan shall be at least equal to the fair market value of our common stock on the date the award is granted. The committee may also award dividend equivalent payments in connection with such 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 Share Units.PSUs 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 committee may also award dividend equivalent payments in connection with such 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. Specifically, the Amended Plan provides that other cash or stock-based awards that may be granted under the Amended Plan include, without limitation, the payment of cash or shares based on attainment of performance goals, the payment of shares as a bonus or in lieu of cash based on attainment of performance goals, the payment of shares in lieu of cash under other Company incentive or bonus programs, the right to purchase shares on the open market or from the Company at their then current fair market value (regardless of whether the shares are delivered immediately or on a deferred basis, or the payment for the shares is made directly or by giving up compensation that is otherwise due, for example, through payroll deductions), and matching programs whereby the Company either delivers additional shares (or makes cash payments that are used to purchase shares on the open market) to or for the benefit of participants who purchase shares pursuant to an employee stock purchase program. These awards may be granted under award agreements or through the establishment of asub-plan or program, such as an ESPP program.

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, pursuant to which awards relating to interests in such entity 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 orper-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

With respect to awards intended to qualify as performance-based compensation under section 162(m) of the Internal Revenue Code, performance goals, which are established by the committee, will be chosen from among the following performance measures: earnings per share, economic value created, market share (actual or targeted

growth), 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, share price, share price growth, total shareholder return, relative 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 Amended Plan. With respect to any awards intended to qualify as performance-based compensation under section 162(m) of the Internal Revenue Code, any such exception shall be specified at such times and in such manner as will not cause such awards to fail to so qualify.

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.

Change in Control

Except as otherwise provided in a participant’s award agreement, 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, any and all outstanding options and SARs granted under the Amended Plan will become immediately exercisable, any restriction imposed on restricted stock, RSUs and other awards granted under the Amended Plan will lapse, and any and all performance shares, performance share units and other awards granted under the Amended Plan with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level.

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

Transferability

Awards generally will benon-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.

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 Amended 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 minimum withholding obligation or, in any case in which it would not result in additional accounting expense, taxes in excess of the minimum statutory withholding amounts.

Section 162(m)

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers, but previously contained an exception for certain performance-based compensation. The Tax Cuts and Jobs Act, signed into law in December 2017, eliminates the performance-based compensation exception to the Section 162(m) deduction limit, and such exception will no longer apply to awards granted under the Amended Plan for the 2018 tax year and later, unless the award qualifies for transitional relief available to certain arrangements in place as of November 2, 2017.

Federal Income Tax Consequences

The following is a brief description of the principal federal income tax consequences relating to options awarded under the Amended Plan. This summary is based on our understanding of present 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 federal income tax consequences to the optionholder solely by reason of the grant of ISOs or NQSOs under the Amended Plan.

Exercise.The exercise of an ISO is not a taxable event for regular 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 taxable 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.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, the spread upon exercise of an ISO (but not an NQSO) 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 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 be entitled to a federal income tax deduction in the amount of the ordinary income so recognized (as described above), provided that we satisfy our tax reporting obligations. 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 be entitled to a corresponding deduction in the year in which the disposition occurs.

We will be 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 will be 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 an SAR is granted. Upon settlement of an 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 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 Amended 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 generally will be allowed a tax deduction for the amount included in the taxable income of the participant in the taxable year of inclusion.

Other Tax Consequences

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

Subject to shareholder approval, the Amended Plan will become effective on May 30, 2018.