Fair Isaac Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the disclosed compensation of the named executive officers. Management is presenting this to solicit stockholder feedback on its pay practices; the LDCC emphasizes a pay-for-performance philosophy, with a large portion of compensation delivered via performance-based and long-term equity awards tied to Adjusted Revenue, Adjusted EBITDA, and relative TSR metrics. The board recommends FOR, arguing the program aligns executive incentives with long-term stockholder interests, incorporates quality pay practices (clawbacks, minimum vesting, stock ownership guidelines, no hedging), and uses independent consultants. The outcome is advisory only but will be considered by the LDCC in future compensation decisions. The proposal should be evaluated in light of the company’s strong FY2025 financial performance, substantial equity awards to executives (including large PSUs and MSUs), and recent pay outcomes where CEO pay is highly concentrated in equity; potential concerns include the scale of CEO awards and their sensitivity to stock price volatility, retention-focused features, and double-trigger change-in-control protections.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.

4. 4

   Amendment to Restated Certificate of Incorporation to Allow for Exculpation of Officers

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation to add an Article allowing exculpation of officers for monetary damages for breaches of the duty of care as permitted by Delaware law, subject to specified exceptions.

   More detail

   Management requests stockholder approval to amend the charter to permit exculpation of certain officers from monetary damages for breaches of the duty of care, in line with Delaware's Section 102(b)(7). The proposal adds a new Article 8 specifying that officers will not be liable for monetary damages for duty of care breaches except for duty of loyalty breaches, acts not in good faith or involving intentional misconduct or knowing legal violations, transactions where the officer obtained an improper personal benefit, or derivative actions. The board argues the change mitigates exposure to hindsight-driven claims, limits litigation and insurance costs, and aids recruitment and retention of senior executives. Analysts should weigh the potential governance tradeoffs: while the amendment narrows exculpation to direct duty-of-care claims and preserves accountability for bad faith and loyalty breaches, it could reduce remedies available in some officer misconduct cases and may be scrutinized by governance-focused investors. Its adoption should be considered in tandem with the company’s other governance practices, insurance coverage, and the specific language which limits the scope to direct claims only.

5. 5

   Amendment to Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement

   ManagementBoard: FOR

   Approve an amendment to eliminate the existing supermajority (66-2/3%) voting requirement in Article 6(d) so that amendments to Article 6 can be made by a majority vote of outstanding shares.

   More detail

   Management proposes removing Article 6(d) which imposes a 66-2/3% supermajority requirement to amend Article 6, thereby restoring a default majority-vote standard for charter amendments. The board argues the change modernizes governance, eliminates an entrenched supermajority barrier, and aligns the company with common practice, enhancing shareholder democracy and operational flexibility. From a governance perspective, removal reduces minority protections against charter changes, potentially facilitating future amendments that could affect shareholder rights; however, management frames it as removing an outdated provision that is no longer necessary, particularly given other governance safeguards and the company’s independent board structure. The amendment would become effective upon filing a Certificate of Amendment with Delaware if approved.

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When is the Fair Isaac Corp 2026 annual meeting?

Fair Isaac Corp (FICO) holds its 2026 annual shareholder meeting on Wednesday, March 4, 2026.

What is the record date for the Fair Isaac Corp 2026 meeting?

The record date for the Fair Isaac Corp 2026 meeting is Monday, January 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fair Isaac Corp's 2026 meeting?

The board is presenting 8 director nominees at the Fair Isaac Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fair Isaac Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Fair Isaac Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.