Fair Isaac (NYSE: FICO) holders back officer shield, end supermajority

Rhea-AI Filing Summary

Fair Isaac Corporation reported results from its 2026 Annual Meeting of Stockholders. Of 23,765,456 common shares entitled to vote, 21,251,277 were represented in person or by proxy, indicating strong participation.

Stockholders elected all nominated directors and approved, on an advisory basis, the company’s named executive officer compensation. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.

Investors approved amendments to the Restated Certificate of Incorporation to allow exculpation of officers as permitted by Delaware law and to eliminate a supermajority requirement that had required at least 66-2/3% voting power to amend or repeal Article 6. These charter changes became effective upon filing with the Delaware Secretary of State and are now reflected in a Restated Certificate of Incorporation.

FAIR ISAAC CORP --09-30 false 0000814547 0000814547 2026-03-04 2026-03-04

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)

Delaware		001-11689		94-1499887
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5 West Mendenhall, Suite 105 Bozeman, Montana		59715
(Address of principal executive offices)		(Zip Code)

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):

☐ 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		FICO		New York Stock Exchange

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. ☐

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-K and 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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
3.1		Certificate of Amendment of Restated Certificate of Incorporation of Fair Isaac Corporation, dated March 4, 2026
3.2		Restated Certificate of Incorporation of Fair Isaac Corporation, dated March 4, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

FAIR ISAAC CORPORATION
By		/s/ Mark R. Scadina
		Mark R. Scadina
		Executive Vice President, General Counsel and Corporate Secretary

Date: March 5, 2026

FAQ

What did Fair Isaac (FICO) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all director nominees, advisory executive compensation, and ratified Deloitte & Touche LLP as auditor. They also approved two charter amendments covering officer exculpation under Delaware law and removal of a supermajority voting requirement for changing Article 6.

How many Fair Isaac (FICO) shares were represented at the 2026 Annual Meeting?

A total of 21,251,277 shares were present in person or by proxy out of 23,765,456 shares entitled to vote. This indicates high shareholder participation in decisions on directors, executive pay, auditor ratification, and key amendments to the company’s charter.

What governance charter changes did Fair Isaac (FICO) shareholders approve?

Shareholders approved amendments allowing officer exculpation as permitted by Delaware law and eliminating a supermajority requirement to amend or repeal Article 6. These changes took effect when Fair Isaac filed a Certificate of Amendment and a Restated Certificate of Incorporation in Delaware.

Did Fair Isaac (FICO) shareholders approve executive compensation in 2026?

Yes. Shareholders approved, on an advisory and non-binding basis, the resolution relating to named executive officer compensation. The vote totaled 16,637,219 shares for, 2,952,607 against, and 20,284 abstentions, with additional broker non-votes recorded separately in the voting results.

Who is Fair Isaac’s (FICO) independent auditor for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as Fair Isaac’s independent registered public accounting firm for fiscal 2026. The vote was 20,391,307 shares for, 854,214 against, and 5,756 abstaining, confirming continued engagement of the same audit firm for the upcoming fiscal year.

When did Fair Isaac (FICO) file its charter amendments with Delaware?

The charter amendments were filed with the Delaware Secretary of State on March 4, 2026. Fair Isaac first filed a Certificate of Amendment and then a Restated Certificate of Incorporation reflecting the approved changes, following the favorable shareholder votes at the 2026 Annual Meeting.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 8.3 KB
• EX-3.2 EX-3.2 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB