| | 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. | | | | Fidelity National Information Services, Inc. | | 5 |
Frequently Asked Questions (continued) What if I submit a proxy and later change my mind? If you submit your proxy and later wish to revoke it, you may do so by doing one of the following: | (i) | (i) giving written notice to the Corporate Secretary prior to the annual meeting;
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| (ii) | (ii) timely submitting another proxy bearing a later date (in any of the permitted forms) prior to the annual meeting; or
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| (iii) | (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,regarding the election of directors, to be elected, each of the director nominees named in this proxy statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote for election or re-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to FIS’ Majority Voting Policy, in that situation, our Corporate Governance 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,regarding anon-binding advisory vote on the compensation paid to our named executive officers, under Georgia law, the action will be approved (on a non- binding advisory basis) if a quorum exists and the shares present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.
● For Proposal No. 3,regarding the 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.
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Who will count the votes? Broadridge Financial Solutions, Inc. will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election. How many votes must each proposal receive to be adopted? The following votes must be received: For Proposal No. 1,regarding the election of directors, to be elected, each of the director nominees named in this proxy statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote for election or re-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to FIS’ Majority Voting Policy, in that situation, our Corporate Governance, Nominating and Sustainability Committee would promptly make a recommendation to the Board about whether to accept or reject the resignation of the “holdover” director and the Board would then take action on the recommendation no later than 180 days following the date of the election. For Proposal No. 2,regarding a non-binding advisory vote on the compensation paid to our named executive officers, under Georgia law, the action will be approved (on a non-binding advisory basis) if a quorum exists and the shares present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action. For Proposal No. 3,regarding the approval of the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan, under Georgia law, the action will be approved if a quorum exists and the shares present in person or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action. For Proposal No. 4,regarding the approval of the Fidelity National Information Services, Inc. Employee Stock Purchase Plan, under Georgia law, the action will be approved if a quorum exists and the shares present in person or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action. For Proposal No. 5,regarding the appointment of KPMG LLP, under Georgia law the action will be approved if a quorum exists and the shares present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action. What constitutes a quorum? A quorum is present if a majority of the outstanding shares of common stock entitled to vote is represented either in person or by proxy. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. What are broker non-votes and what effect will they have? Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the NYSE, such as the ratification of the appointment of the independent registered public accounting firm. On non-routine matters, such as Proposals No. 1, 2, 3 and 4, nominees cannot vote unless they receive voting instructions from beneficial owners, resulting in so called “broker non-votes.” Accordingly, with respect to Proposals No. 1, 2, 3 and 4, broker non-votes will not affect the outcome of the vote. Please be sure to give specific voting instructions to your broker, so that your vote can be counted. | | | | 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 theyWhat effect does an abstention have? With respect to each proposal, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. Who pays the cost of soliciting proxies? The Company pays the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, email or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson LLC to assist in the solicitation of proxies for an estimated fee of $15,000, plus reimbursement of expenses. What if I share a household with another shareholder? We have adopted a procedure approved by the Securities and Exchange Commission (the “SEC”) called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and proxy statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of our Annual Reports and/or proxy statements, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Annual Report or proxy statement for your household, please contact our transfer agent, Computershare (in writing: P.O. Box 30170, College Station, TX 77842-3170; or by telephone: (800) 568-3476). If you participate in householding and wish to receive a separate copy of the 2021 Annual Report or this proxy statement, or if you do not wish to participate in householding and prefer to receive separate copies of future Annual Reports and/or proxy statements, please contact Computershare as indicated above. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. The Company hereby undertakes to deliver promptly upon written or oral request, a separate copy of the Annual Report to shareholders, or proxy statement, as applicable, to a Company shareholder at a shared address to which a single copy of the document was delivered. The Annual Report is also available on the Investor Relations page of our website at www.fisglobal.com or on the SEC’s website at www.sec.gov/edgar. The content on our website does not constitute a part of this proxy statement. 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 and 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 and 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, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote.
Who pays the cost of soliciting proxies?
The Company pays the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, email or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson LLC to assist in the solicitation of proxies for an estimated fee of $15,795, plus reimbursement of expenses.
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| | | | Fidelity National Information Services, Inc. | | 7 |
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 2018 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.
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| | | 8 | | Fidelity National Information Services, Inc. |
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Election of Directors
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Certain Information About Ourour Directors The FIS Board is diverse, with threefive of teneleven independent directors being either minoritygender or female.racially diverse. More broadly, the collective skills, talents, experiences and perspectives of the Board are also diverse. We have executives who have worked in the fields of banking, technology and financial services and private equity.services. We have several current or former CEOs, but also have directors who do or have had executive responsibilities globally in operations, finance, sales and legal functions. Their tenure on the FIS Board spans from several months to more than 1519 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 Skillscollective skills and Experience of Our Board Supports the Strategyexperience of our Companyboard 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 empoweradvance the financial world.way the world pays, banks and invests. The foundation of both the Company’s success and long-term growth strategy includes fourthe following pillars. Build, Buy, or Partner to Add Solutions to Win New Clients and Cross-sell to Existing Clients.We continue to invest in organic growth through internal software development as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to cross sell to existing clients and to capture the interest of new clients. We also partner from time to time with other entities to provide comprehensive offerings to our clients and prospects. By investing in solution innovation, we continue to expand our value proposition to our clients and prospects. Support Our Clients Through Innovation. Changing market dynamics, particularly in the areas of digital delivery, information security, and regulation, are transforming the way our clients operate, which is driving incremental demand for our integrated solutions and services built around our intellectual property. As clients and prospects evaluate technology, business process changes and vendor risks, our depth of service capabilities enable us to become involved earlier in their planning and design process and assist them as they manage these changes. Drive Efficiency and Scalability. We strive to improve the efficiency of our operations through investments in new technologies, processes and infrastructure modernization. We also leverage a one-to-many operating model to drive high incremental margins on revenue growth, while also providing cost-effective solutions for our clients. Expansive Distribution. Through our global sales force and strategic commercial partnerships, we drive growth through client additions and through the expansion of existing client relationships in support of our clients’ growth ambitions. Our clients across our strategic global markets reach across the size spectrum from large enterprises and financial institutions, including global or multi-national clients, to small businesses and community or regional financial institutions. Allocate Our Capital and Resources Strategically. As we make decisions with respect to building, buying or partnering to drive innovation in support of our clients, we prioritize the allocation of capital and other resources to the opportunities providing the highest client benefit and growth potential. We also continually review our portfolio of assets and businesses to assess their fit with our strategy and will from time to time decide to wind down or divest businesses or assets to redeploy capital to our areas of strategic focus. We believe that keeping our team and our capital strategically focused benefits our existing clients and our ability to win new clients. | | | | | | | Long-Term Growth Strategy
| Investment for
Growth
8 | | Financial
Discipline
Fidelity National Information Services, Inc. |
| Operational
Improvement
| | Strategic Mergers
and Acquisitions
| Modernizing existing Proposal No. 1:
Election of Directors
technology and driving the
leading edge of innovation
| | Practicing the financial
discipline necessary to maintain
a strong balance sheet and
robust free cash flow
| | |
Fundamental business
execution focused on
continuous operational
improvements
| | Pursuit of transformational
inorganic expansion through
strategic mergers and
acquisitions
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Fidelity National Information Services, Inc.: Notice is hereby given that the 2022 Annual Meeting of Shareholders of Fidelity National Information Services, Inc. will be held on: May 25, 2022 10:00 AM Eastern Time Peninsular Auditorium 601 Riverside Avenue Jacksonville, Florida 32204
More than 65,000 employees worldwide $13.9 billion in revenue in 2021 $961 million of dividends paid in 2021 $2 billion of shares repurchased in 2021 ~20% increase to quarterly dividend beginning in 2022 Proxy Statement
