FICO 8-K — Smart Summary

Fair Isaac Corporation (FICO) filed this 8-K on March 5, 2026, reporting actions taken at its 2026 Annual Meeting of Stockholders held on March 4, 2026. Stockholders voted on director elections, executive compensation, auditor ratification, and two amendments to the Restated Certificate of Incorporation, both of which passed and became effective March 4, 2026.

• New Article 8 (Officer Exculpation Amendment) — Added a new Article 8 providing that an officer shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for (i) breach of the duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) transactions from which the officer derived an improper personal benefit, or (iv) actions by or in the right of the corporation; previously no such exculpation provision existed for officers; rationale: to align with Delaware law permitting officer exculpation; effective March 4, 2026
• Section 6(d) Removal (Supermajority Amendment) — Removed Section 6(d) of the Restated Certificate of Incorporation in its entirety; old provision required the affirmative vote of holders of at least 66-2/3% of the voting power of all outstanding shares entitled to vote generally in the election of directors, voting together as a single class, to amend or repeal Article 6; new provision eliminates this supermajority requirement, reverting to a standard majority vote threshold; effective March 4, 2026

• Braden R. Kelly — 17,016,244 for / 2,585,771 against (86.8% approval)
• Fabiola R. Arredondo — 18,527,534 for / 1,074,487 against (94.5% approval)
• William J. Lansing — 19,488,427 for / 112,176 against (99.4% approval)
• Eva Manolis — 18,514,186 for / 1,087,949 against (94.4% approval)
• Marc F. McMorris — 19,311,240 for / 290,766 against (98.5% approval)
• Joanna Rees — 17,772,913 for / 1,817,918 against (90.7% approval)
• David A. Rey — 18,857,328 for / 745,344 against (96.2% approval)
• H. Tayloe Stansbury — 19,399,025 for / 203,023 against (99.0% approval)

• Advisory vote on named executive officer compensation (Say-on-Pay) — 16,637,219 for / 2,952,607 against / 20,284 abstain (84.9% approval) — passed
• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 — 20,391,307 for / 854,214 against / 5,756 abstain (95.9% approval) — passed
• Amendment to Restated Certificate of Incorporation to allow exculpation of officers as permitted by Delaware law — 18,448,374 for / 1,146,104 against / 15,632 abstain (94.1% approval) — passed
• Amendment to Restated Certificate of Incorporation to eliminate supermajority voting requirement (at least 66-2/3%) to amend or repeal Article 6 — 19,504,439 for / 98,031 against / 7,640 abstain (99.5% approval) — passed