UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 15, 2017

 

 

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-11689   94-1499887

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

181 Metro Drive, Suite 700

San Jose, California

  95110-1346
(Address of principal executive offices)   (Zip Code)

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

 

 

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

 

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

 

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

 

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

 

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

 

 

 


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

Fair Isaac Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on February 15, 2017. Of the 31,192,071 shares of common stock entitled to vote, 28,858,714 shares were present at the Annual Meeting in person or by proxy. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

Item No. 1: All of the board’s nominees for director were elected by the votes set forth in the table below:

 

NOMINEES

  For   Against   Abstain   Broker
Non-Votes
Braden R. Kelly   25,368,398   95,100   77,119   3,318,097
A. George Battle   24,717,959   744,602   78,056   3,318,097
Mark W. Begor   25,396,517   66,908   77,192   3,318,097
Greg R. Gianforte   25,405,561   57,864   77,192   3,318,097
James D. Kirsner   25,399,438   63,077   78,102   3,318,097
William J. Lansing   25,405,418   58,468   76,731   3,318,097
Marc F. McMorris   25,399,520   63,893   77,204   3,318,097
Joanna Rees   25,368,592   93,655   78,370   3,318,097
David A. Rey   25,398,859   63,861   77,897   3,318,097

 

Item No. 2: The stockholders approved the amendment to the Company’s 2012 Long-Term Incentive Plan by the votes set forth in the table below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

23,077,109    2,384,917    78,591    3,318,097

 

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

24,642,052    477,219    421,346    3,318,097

 

Item No. 4: The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis by the votes set forth in the table below:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

21,507,819    6,797    3,992,657    33,344    3,318,097

In light of the stockholders’ advisory vote in favor of “1 Year” with respect to this Item No. 4, the Company has determined to include a stockholder advisory vote on the compensation of its named executive officers in its proxy materials on an annual basis, until the next stockholder advisory vote on the frequency of stockholder advisory votes on executive compensation.

 

Item No. 5: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified by the stockholders, by the votes set forth in the table below:

 

For

  

Against

  

Abstain

28,627,436    200,932    30,346


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: February 16, 2017     By   /s/ Mark R. Scadina
      Mark R. Scadina
      Executive Vice President, General Counsel, and Secretary