FICO stockholders approve officer exculpation and remove supermajority vote requirement

FAIR ISAAC CORP

Stockholders approved charter amendment to allow officer exculpation as permitted by Delaware law (18.4M for, 1.1M against).
Stockholders approved elimination of 66-2/3% supermajority voting requirement to amend Article 6 (19.5M for, 98k against).
All eight director nominees elected; highest vote count William J. Lansing with 19.5M for, lowest Braden R. Kelly with 17.0M for.
Advisory say-on-pay resolution approved with 16.6M for, 3.0M against; Deloitte ratified as auditor for fiscal 2026.
Charter amendments became effective March 4, 2026 upon filing with Delaware Secretary of State.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FAIR ISAAC CORP: Stockholders approved amendments to the Restated Certificate of Incorporation to allow exculpation of officers as permitted by Delaware law and to eliminate supermajority voting requirement to amend or repeal Article 6 (effective 2026-03-04).

Change: charter amendment
Effective: 2026-03-04

Exact text from the filing

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").

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Source: SEC EDGAR

accession 0001193125-26-093964

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