Fair Isaac Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) March 4, 2026

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 406-982-7276

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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-K and incorporated by reference herein.

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:

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:

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:

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:

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:

(d) Exhibits.

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.

Date: March 5, 2026