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) August 21, 2019
FAIR ISAAC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 1-11689 | | 94-1499887 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | FICO | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 21, 2019, Fair Isaac Corporation (the “Company”) announced that Stuart C. Wells, Executive Vice President and Chief Technology Officer, resigned from the Company for personal reasons. The Company has appointed Claus Moldt, the Company’s current Chief Information Officer, as Dr. Wells’ successor.
Dr. Wells’ service as an officer ended on August 21, 2019, but he has entered into a transition agreement with the Company (the “Transition Agreement”) pursuant to which he will remain an employee of the Company through December 31, 2019, to ensure a smooth transition. He will continue to receive his current annual base salary and continue to participate in employee benefit plans and programs for which he is eligible as of August 21, 2019, including the Company’s Management Incentive Plan through September 30, 2019, provided that Dr. Wells will not be eligible for any incentive stock awards from August 21, 2019 to December 31, 2019. The Transition Agreement also provides that neither Dr. Wells’ notice of resignation effective as of December 31, 2019, nor his resignation on such date constitutes an involuntary termination or resignation for Good Reason (as defined in the Management Agreement) under the Management Agreement or his existing Letter Agreement with the Company.
The foregoing description of the terms of the Transition Agreement is a summary only and is qualified in its entirety by reference to the Transition Agreement included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
A press release by the Company announcing the appointment is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
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.
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FAIR ISAAC CORPORATION |
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By | | /s/ Mark R. Scadina |
| | Mark R. Scadina |
| | Executive Vice President, General Counsel and Secretary |
Date: August 26, 2019
