UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on March 3, 2021, the stockholders of Fair Isaac Corporation (the “Company”) approved the Company’s 2021 Long-Term Incentive Plan (the “2021 LTIP”). Approval of the 2021 LTIP was included as Proposal 2 in the Company’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on January 27, 2021 (the “Proxy Statement”).
The 2021 LTIP provides for the issuance of up to 5,900,000 shares of the Company’s common stock to the Company’s employees, non-employee directors, consultants and advisors, plus additional shares that become available due to expiration, forfeiture or cancellation of outstanding awards under the Company’s 2012 Long-Term Incentive Plan. Awards under the 2021 LTIP can be granted in the form of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards. The 2021 LTIP will be administered by the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Board”). No new awards will be made under the Company’s 2012 Long-Term Incentive Plan.
The terms of the 2021 LTIP are described in more detail in the Proxy Statement, which description is incorporated herein by reference. The descriptions of the 2021 LTIP contained herein and incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the 2021 LTIP, which is filed as Exhibit 10.1 to the Registration Statement on Form S-8 (Registration No. 333-253828) and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on March 3, 2021. Of the 29,236,023 shares of common stock entitled to vote, 26,408,882 shares were present at the Annual Meeting in person or by proxy. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item No. 1: All of the Board’s nominees for director were elected by the votes set forth in the table below:
| Nominees | For | Against | Abstain | Broker Non-Votes |
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| Braden R. Kelly |
24,488,409 | 63,564 | 13,197 | 1,843,712 | ||||||||||||
| Fabiola R. Arredondo |
24,539,719 | 12,134 | 13,317 | 1,843,712 | ||||||||||||
| James D. Kirsner |
23,861,774 | 690,268 | 13,128 | 1,843,712 | ||||||||||||
| William J. Lansing |
24,539,010 | 13,705 | 12,455 | 1,843,712 | ||||||||||||
| Eva Manolis |
24,385,617 | 166,392 | 13,161 | 1,843,712 | ||||||||||||
| Marc F. McMorris |
24,376,890 | 174,863 | 13,417 | 1,843,712 | ||||||||||||
| Joanna Rees |
24,309,662 | 243,515 | 11,993 | 1,843,712 | ||||||||||||
| David A. Rey |
24,524,051 | 27,720 | 13,399 | 1,843,712 | ||||||||||||
Item No. 2: The stockholders approved the Company’s 2021 LTIP by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes |
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| 20,720,923 | 3,828,186 | 16,061 | 1,843,712 | |||||||||
Item No. 3: The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company’s named executive officer compensation by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes |
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| 22,712,001 | 1,629,206 | 223,963 | 1,843,712 | |||||||||
Item No. 4: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021 was ratified by the stockholders, by the votes set forth in the table below:
| For | Against | Abstain | ||||||
| 26,178,811 | 219,162 | 10,909 | ||||||
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit |
Description | |
| 10.1 | Fair Isaac Corporation 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 3, 2021) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAIR ISAAC CORPORATION | ||||||||
| Date: March 4, 2021 | By | /s/ Mark R. Scadina |
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| Mark R. Scadina | ||||||||
| Executive Vice President, General Counsel, and Secretary | ||||||||