UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)February 1, 2011
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.) |
901 Marquette Avenue, Suite 3200 | ||
Minneapolis, Minnesota | 55402-3232 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 612-758-5200
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 (seeGeneral Instruction A.2. below):
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 5.07. | Submission of Matters to a Vote of Security Holders. |
Fair Isaac Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on February 1, 2011. At the Annual Meeting, of the 39,904,491 shares entitled to vote, 37,878,042 shares were present 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: |
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
A. George Battle | 32,266,063 | 1,089,880 | 440,822 | 4,081,277 | ||||||||||||
Nicholas F. Graziano | 33,252,341 | 220,976 | 323,448 | 4,081,277 | ||||||||||||
Mark N. Greene | 33,309,439 | 205,190 | 282,136 | 4,081,277 | ||||||||||||
Alex W. Hart | 33,130,139 | 193,132 | 473,494 | 4,081,277 | ||||||||||||
James D. Kirsner | 33,109,834 | 209,739 | 477,192 | 4,081,277 | ||||||||||||
William J. Lansing | 33,324,558 | 188,730 | 283,477 | 4,081,277 | ||||||||||||
Rahul L. Merchant | 33,321,678 | 221,892 | 253,195 | 4,081,277 | ||||||||||||
Margaret L. Taylar | 33,256,991 | 243,562 | 296,212 | 4,081,277 | ||||||||||||
Duane E. White | 33,271,039 | 195,654 | 330,072 | 4,081,277 |
Item No. 2: | The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company executive officer compensation by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
33,424,873 | 325,884 | 46,008 | 4,081,277 |
Item No. 3: | 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 Year | 3 Year | Abstain | Broker Non-Vote | ||||
22,558,036 | 8,574,254 | 2,598,292 | 66,183 | 4,081,277 |
In light of the stockholders’ advisory vote in favor of “1 Year” with respect to this Item No. 3, the Company has determined to include a stockholder vote on the compensation of its executives in its proxy materials on an annual basis, until the next stockholder advisory vote on the frequency of stockholder votes on the compensation of executives.
Item No. 4: | The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2011 was ratified by the stockholders, by the votes set forth in the table below: |
For | Against | Abstain | ||
37,364,063 | 492,953 | 21,026 |
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 | ||||
By | /s/ MARK R. SCADINA | |||
Mark R. Scadina | ||||
Executive Vice President, General Counsel, and Secretary | ||||
Date: February 3, 2011