Fair Isaac Corporation

03/05/2026 | Press release | Distributed by Public on 03/05/2026 15:12

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As reported below in Item 5.07, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Fair Isaac Corporation (the "Company") on March 4, 2026, the stockholders of the Company approved (i) an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law, and (ii) an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority voting requirement that requires at least 66-2/3%of the voting power of the Company's outstanding shares to amend or repeal Article 6 thereof (collectively, the "Charter Amendments").

A description of the Charter Amendments was set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 27, 2026. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on March 4, 2026. Subsequently, the Company filed a Restated Certificate of Incorporation, solely to reflect the Charter Amendments, with the Secretary of State of the State of Delaware on March 4, 2026.

The above description of the Charter Amendments is qualified in its entirety by reference to the full text of each of the Certificate of Amendment and the Restated Certificate of Incorporation as amended by the Charter Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-Kand incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on March 4, 2026. Of the 23,765,456 shares of common stock entitled to vote, 21,251,277 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

17,016,244 2,585,771 8,095 1,641,167

Fabiola R. Arredondo

18,527,534 1,074,487 8,089 1,641,167

William J. Lansing

19,488,427 112,176 9,507 1,641,167

Eva Manolis

18,514,186 1,087,949 7,975 1,641,167

Marc F. McMorris

19,311,240 290,766 8,104 1,641,167

Joanna Rees

17,772,913 1,817,918 19,279 1,641,167

David A. Rey

18,857,328 745,344 7,438 1,641,167

H. Tayloe Stansbury

19,399,025 203,023 8,062 1,641,167

Item No.2: 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

16,637,219 2,952,607 20,284 1,641,167

Item No.3:The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2026 was ratified by the stockholders, by the votes set forth in the table below:

For

Against

Abstain

20,391,307 854,214 5,756

Item No.4:The stockholders approved an amendment to the Corporation's Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

18,448,374 1,146,104 15,632 1,641,167

Item No.5:The stockholders approved an amendment to the Corporation's Restated Certificate of Incorporation to eliminate the supermajority voting requirement that requires at least 66-2/3%of the voting power of the Company's outstanding shares to amend or repeal Article 6 thereof, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

19,504,439 98,031 7,640 1,641,167
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