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) February 14, 2024

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

Fair Isaac Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on February 14, 2024. Of the 24,835,867 shares of common stock entitled to vote, 22,550,608 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	18,170,560	2,860,696	17,717	1,501,635
Fabiola R. Arredondo	19,669,090	1,365,514	14,369	1,501,635
James D. Kirsner	19,805,186	1,224,609	19,178	1,501,635
William J. Lansing	20,883,315	149,987	15,671	1,501,635
Eva Manolis	19,658,292	1,375,067	15,614	1,501,635
Marc F. McMorris	20,948,605	81,714	18,654	1,501,635
Joanna Rees	16,411,401	4,621,774	15,798	1,501,635
David A. Rey	20,314,960	712,083	21,930	1,501,635
H. Tayloe Stansbury	20,961,877	68,549	18,547	1,501,635

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
12,279,712	8,717,432	51,829	1,501,635

Item No. 3: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified by the stockholders, by the votes set forth in the table below:


For	Against	Abstain
21,829,302	704,813	16,493

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: February 16, 2024