Edgar Filing: FAIR ISAAC CORP

FAIR ISAAC CORPORATION

Date: February 26, 2016

/s/ Mark R. Scadina

Mark R. Scadina

Executive Vice President, General Counsel, and Secretary

Form 8-K

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) February 24, 2016

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.)

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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Fair Isaac Corporation (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) on February 24, 2016. Of the 31,367,895 shares of common stock entitled to vote, 29,599,795 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:


Nominee	For		Against		Abstain		Broker Non-Votes
A. George Battle		23,245,898		3,687,501		4,994		2,661,402
Greg R. Gianforte		26,872,226		61,031		5,136		2,661,402
Braden R. Kelly		26,404,490		518,671		15,232		2,661,402
James D. Kirsner		26,870,773		62,484		5,136		2,661,402
William J. Lansing		26,872,854		60,358		5,181		2,661,402
Marc F. McMorris		26,817,311		105,977		15,105		2,661,402
Joanna Rees		26,759,107		175,382		3,904		2,661,402
David A. Rey		26,871,284		61,923		5,186		2,661,402

Item No. 2:

The stockholders approved and ratified amendments to the Company’s 2012 Long-Term Incentive Plan by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes
23,461,650	3,429,979	46,764	2,661,402

Item No. 3:

The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company’s executive officer compensation by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes
18,549,980	6,577,224	1,811,189	2,661,402

Item No. 4:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2016 was ratified by the stockholders, by the votes set forth in the table below:


For	Against	Abstain
29,234,922	353,823	11,050

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.