UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to Rule 14a-12 |
Fidelity National Information Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
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Date Filed: |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
601 Riverside Avenue
Jacksonville, FL 32204
SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 28, 2009
This
proxy statement supplement, dated May 5, 2009, supplements the proxy statement (which
we refer to as the ‘‘Proxy Statement’’) dated April 15, 2009 relating to the annual meeting of
shareholders of Fidelity National Information Services, Inc. (the “Company” or “FIS”) to be held on
May 28, 2009. The purpose of this supplement is to correct certain information contained in the
Proxy Statement as described below. Except as described in this supplement, the information
provided in the Proxy Statement continues to apply.
Potential Payments Upon Termination or Change in Control
In the section of the Proxy Statement entitled “Potential Payments Upon Termination or Change
in Control — Estimated Equity Values,” the estimated value, calculated as of December 31, 2008, of
stock options held by our Chief Financial Officer George Scanlon that would vest upon a change in
control listed the amount as $0 rather than the actual estimated amount of $518,880. As a result,
the last paragraph of that section, commencing at the bottom of page 35 of the Proxy Statement,
should read as follows:
The estimated value of the stock options held by the named executive officers that would vest
upon a change in control would be as follows: Mr. Foley $1,128,000; Mr. Kennedy $1,466,400; Mr.
Scanlon $518,880; Mr. Norcross $1,365,378; and Mr. Sanchez $914,178. The estimated value of
restricted stock awards held by the named executive officers that would vest upon a change in
control would be as follows: Mr. Foley $2,703,586; Mr. Kennedy $3,615,861; Mr. Scanlon $1,099,250;
Mr. Norcross $2,054,088; and Mr. Sanchez $1,098,225. In each case, these same amounts would vest
upon a termination of each executive’s employment by us not for cause, a termination by the
executives for good reason or a termination following a change in control within the periods
described above.