UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Fair Isaac Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on March 4, 2020. Of the 29,185,651 shares of common stock entitled to vote, 25,836,340 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 |
23,375,440 |
28,412 |
15,565 |
2,416,923 |
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| Fabiola R. Arredondo |
23,385,651 |
18,891 |
14,875 |
2,416,923 |
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| A. George Battle |
22,928,790 |
473,778 |
16,849 |
2,416,923 |
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| James D. Kirsner |
23,101,385 |
301,874 |
16,158 |
2,416,923 |
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| William J. Lansing |
23,383,132 |
20,371 |
15,914 |
2,416,923 |
||||||||||||
| Eva Manolis |
23,370,067 |
34,422 |
14,928 |
2,416,923 |
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| Marc F. McMorris |
23,241,528 |
161,018 |
16,871 |
2,416,923 |
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| Joanna Rees |
23,240,311 |
164,375 |
14,731 |
2,416,923 |
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| David A. Rey |
23,217,460 |
185,754 |
16,203 |
2,416,923 |
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| 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 | |||
| 21,221,835 |
2,163,096 |
34,486 |
2,416,923 |
| 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 | |||
| 22,378,444 |
997,658 |
43,315 |
2,416,923 |
| Item No. 4: | The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020 was ratified by the stockholders, by the votes set forth in the table below: |
| For |
Against |
Abstain | ||
| 25,540,738 |
202,135 |
93,467 |
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 5, 2020 |
By |
/s/ Mark R. Scadina | ||||
| Mark R. Scadina | ||||||
| Executive Vice President, General Counsel, and Secretary | ||||||