0001136893-14-000050.txt : 20141021 0001136893-14-000050.hdr.sgml : 20141021 20141021073349 ACCESSION NUMBER: 0001136893-14-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141021 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141021 DATE AS OF CHANGE: 20141021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity National Information Services, Inc. CENTRAL INDEX KEY: 0001136893 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 371490331 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16427 FILM NUMBER: 141164901 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904-438-6365 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 FORMER COMPANY: FORMER CONFORMED NAME: CERTEGY INC DATE OF NAME CHANGE: 20010607 FORMER COMPANY: FORMER CONFORMED NAME: EQUIFAX PS INC DATE OF NAME CHANGE: 20010315 8-K 1 a8-knorcrossceo.htm 8-K 8-K NorcrossCEO


 
 
 
 
 


United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
October 21, 2014

Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)

1-16427
(Commission File Number)
 
 
 
 
 

Georgia
 
37-1490331
(State or Other Jurisdiction of Incorporation or Organization)
 
(IRS Employer Identification Number)
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)

(904) 438-6000
(Registrant's Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)
 
 
 
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:
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 
 
 








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2014, Fidelity National Information Services, Inc. ("FIS") issued a press release announcing that Gary A. Norcross, FIS’ President and Chief Operating Officer and a director, was appointed President and Chief Executive Officer effective January 1, 2015. Frank R. Martire, FIS’ Chief Executive Officer and Chairman of the Board, will become Executive Chairman of FIS effective January 1, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Since March 2012, Mr. Norcross, age 49, served as President and Chief Operating Officer. From October 2009 to March 2012, Mr. Norcross served as Corporate Executive Vice President, Chief Operating Officer of FIS. Prior to that, Mr. Norcross served as President and Chief Operating Officer, Transaction Processing Services of FIS from November 2007 to September 2009, as Executive Vice President, Integrated Financial Solutions of FIS beginning in February 2006 and held the position of Senior Vice President of Integrated Financial Solutions of FIS from June 1996 to February 2006. He served FIS in various other capacities between 1988 and 1996. 

In consideration of Mr. Norcross’ expanded duties, FIS and Mr. Norcross have entered into an amendment to his employment agreement effective January 1, 2015 to provide that his annual base salary will be $1,000,000 and will be periodically reviewed by FIS’ Board of Directors or Compensation Committee. Mr. Norcross will also be eligible to earn an annual incentive bonus under FIS’ annual incentive plan with a target bonus level not less than 225% of his annual base salary, with a maximum of up to 450% of his annual base salary.

In consideration of Mr. Martire’s duties as Executive Chairman, FIS and Mr. Martire have entered into an amendment of his employment agreement effective January 1, 2015 to provide that his annual base salary will be $800,000 and will be periodically reviewed by FIS’ Board of Directors or Compensation Committee. Mr. Martire will also be eligible to earn an annual incentive bonus under FIS’ annual incentive plan with a target bonus level not less than 200% of his annual base salary, with a maximum of up to 400% of his annual base salary.

FIS expects to file the amended employment agreements for Messrs. Norcross and Martire as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2014 and the description of each document contained herein is qualified in its entirety by reference to the full text of the respective amended employment agreement.

FIS has determined there are no related person transactions between it and Mr. Norcross within the meaning of Item 404(a) of Regulation S-K.


Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Fidelity National Information Services, Inc. dated October 21, 2014







SIGNATURES
     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 thereunto duly authorized.
 
 
 
 
 
Fidelity National Information Services, Inc.
Date: October 21, 2014
By:
/s/ Michael P. Oates
 
 
Name:
Michael P. Oates
 
 
Title:
Corporate Executive Vice President,
 
 
 
General Counsel and Corporate Secretary







EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description
99.1
 
Press Release of Fidelity National Information Services, Inc. dated October 21, 2014



EX-99.1 2 exhibit991norcrossceo.htm EXHIBIT Exhibit 99.1 NorcrossCEO



Exhibit 99.1

News Release

Gary Norcross to Be Appointed as FIS Chief Executive Officer Effective January 1, 2015;
Frank Martire to Be Appointed as Executive Chairman


Key Facts
Gary Norcross, current FIS President and Chief Operating Officer (COO) and 26-year veteran of FIS, is appointed to the role of President and Chief Executive Officer (CEO) effective January 1, 2015.
.
Frank Martire to become Executive Chairman of the Board.

JACKSONVILLE, Fla., Oct. 21, 2014: FIS™ (NYSE: FIS), the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions, today announced the appointment of Gary A. Norcross as President and Chief Executive Officer (CEO) effective January 1, 2015. Norcross, who currently serves as FIS President and Chief Operating Officer, will take over as CEO from Frank R. Martire, who has served as the company’s CEO for five years. Martire will take on the role of Executive Chairman.

In his role of President and Chief Operating Officer, Norcross has been responsible for the steering and execution of the company’s global business strategy and global business operations serving financial institutions of all sizes and geographies. A 26-year FIS veteran, Norcross has overseen the significant growth of the company’s solution portfolio and global footprint into an organization with more than $6 billion in annual revenue supporting over 14,000 clients and more than 40,000 employees with operations in over 100 countries.

“During this time of rapid change and complexities within the financial services industry, there is no better person to lead FIS than Gary Norcross,” said Frank Martire, FIS Chairman and CEO. “Gary is a dynamic leader whose vision for the future of financial services is exactly what FIS, its clients and shareholders need as the company enters its next period of solution innovation and growth.”

FIS also announced that Martire, current CEO and Chairman of the Board of Directors, will assume a new role as Executive Chairman of the Board. Under Martire’s leadership, FIS has delivered consistent and profitable financial performance, achieved investment grade status, and driven shareholder returns of 140 percent as of September 30, 2014, during his tenure as CEO. Additionally, FIS has ranked consistently among the industry’s leading financial technology providers, including the No. 1 position in the annual IDC Financial Insights FinTech Rankings Top 100 for four consecutive years - 2014, 2013, 2012 and 2011 - and four of the five years Martire led the company.

Commenting on his appointment, Norcross stated, “FIS possesses a unique combination of financial strength, delivery scale and innovation prowess that is unique within our industry, and I am honored to be chosen to lead this company. The rapidly changing nature of the financial services industry creates vast opportunities for FIS. As the new leader of this impressive organization, my focus will be to continue to grow the company by capitalizing on our entrepreneurial spirit and bias for action and to maintain and accelerate our solid, profitable financial performance to deliver increased value to the clients and shareholders we serve.”






“I am honored to have led such a talented and dedicated team and work with such an impressive group of clients. I couldn’t be more pleased with Gary moving into this position,” said Martire. “I am confident that he will continue to drive FIS to new heights of growth and profitability.”

Norcross holds a variety of leadership and board of directors roles. He serves on the dean’s executive advisory board for the Sam M. Walton School of Business at the University of Arkansas and serves on the board of the YMCA of Florida’s First Coast and the Knowledge is Power Program’s (KIPP) school in Jacksonville. He holds a bachelor’s degree in business administration from the University of Arkansas.


About FIS
FIS is the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions. With a long history deeply rooted in the financial services sector, FIS serves more than 14,000 institutions in over 110 countries. Headquartered in Jacksonville, Fla., FIS employs more than 40,000 people worldwide and holds leadership positions in payment processing and banking solutions, providing software, services and outsourcing of the technology that drives financial institutions. First in financial technology, FIS tops the annual FinTech 100 list, is 426 on the Fortune 500 and is a member of Standard & Poor’s 500® Index. For more information about FIS, visit www.fisglobal.com.

Follow us on Facebook (facebook.com/FIStoday) and Twitter (@FISGlobal).

Forward-Looking Statements
This press release may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, and other risks detailed in our filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2013, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.


###
For More Information:

 
 
 
Ellyn Raftery, 904.438.6083
 
Peter Gunnlaugsson, 904.438.6603
Chief Marketing Officer
 
Senior Vice President
FIS Global Marketing and Communications
 
FIS Corporate Finance and Investor Relations
ellyn.raftery@fisglobal.com
 
pete.gunnlaugsson@fisglobal.com


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