Fidelity National Information Services

Departure of Keith W. Hughes from the Board On January 19, 2023, Keith W. Hughes, a director on the board of directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Company ”), notified the Company of his resignation from the Board. As previously disclosed last year, Mr. Hughes had been scheduled to retire from the Board and not stand for re-election at the Company’s upcoming annual meeting of shareholders in accordance with Company’s mandatory retirement age policies. Mr. Hughes advised the Company that his decision to resign as of January 19, 2023 was due to personal reasons and was not related to any disagreement with the Company.

Director Appointments On January 20, 2023, Fidelity National Information Services, Inc. (the “ Company ”) announced that Lee Adrean and Mark D. Benjamin (each a “ New Director ”) were appointed to the board of directors of the Company (the “ Board ”), effective as of January 20, 2023, each with an initial term expiring at the 2023 annual meeting of shareholders (the “ 2023 Annual Meeting ”). The Board has affirmatively determined that each New Director is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Each New Director will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2022 annual meeting of shareholders, as filed with the U.S.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this

On October 18, 2022, Fidelity National Information Services, Inc. (the “Company”) announced that Gary A. Norcross will step down from his position as Chief Executive Officer, effective December 31, 2022 (the “Transition Date”) and assume a new role as Executive Chairman of the Company’s Board of Directors on January 1, 2023. The Company also announced that Stephanie L. Ferris, currently the Company’s President, has been appointed to the Company’s Board of Directors, effective October 18, 2022 and Stephanie Ferris will assume the role of President and Chief Executive Officer, effective January 1, 2023.

Martin R. Boyd provided notice of his intention to retire from his position as President, Banking Solutions of Fidelity National Information Services, Inc. (“Company”), effective September 1, 2022, after serving in various roles with the Company for over 25 years. Mr. Boyd will continue his employment with the Company through December 31, 2022, to ensure an orderly transition of his duties. A copy of the press release announcing Mr. Boyd’s retirement from the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e) On May 25, 2022, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Fidelity National Information Services, Inc. (the “Company”), the shareholders of the Company approved the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan (the “2022 Omnibus Plan”). A description of the material terms of the 2022 Omnibus Plan is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2022, as amended by an amendment to the Definitive Proxy Statement filed with the Commission on May 16, 2022 (the “Proxy Statement”), and is incorporated by reference herein.

On March 16, 2022, the Board of Directors of Fidelity National Information Services, Inc. (“FIS”) appointed Vijay D’Silva and Kenneth T. Lamneck to its Board of Directors to serve until the next annual meeting of shareholders of the Company on May 25, 2022, or until their respective earlier resignation or removal. They will be proposed to the shareholders for re-election to the board for a one-year term at the annual meeting of shareholders in our annual proxy statement of the Company. In connection with these appointments, the Board determined that Mr. D’Silva and Mr. Lamneck are each independent directors pursuant to Rule 303A.02 of the rules of the New York Stock Exchange Listing Standards. In addition, the Board determined that Mr. Lamneck is qualified as an Audit Committee Financial Expert pursuant to the standards set forth in 17 CFR Section 229. The Board assigned Mr.

Effective February 8, 2022, the Board of Directors of Fidelity National Information Services, Inc. (the “Corporation”) appointed Stephanie Ferris as the Corporation’s President. Ms. Ferris, age 48, previously served as Chief Administrative Officer of the Corporation since September 2021. Ms. Ferris served as Chief Operating Officer of the Corporation from August 1, 2019 at the time of the Corporation’s acquisition of Worldpay, Inc. (“Worldpay”) to September 2020. Prior to that, Ms. Ferris served as Chief Financial Officer of Worldpay f/k/a Vantiv from 2016 until the effective time of the Worldpay acquisition by the Corporation on July 31, 2019. Prior to becoming CFO of Worldpay, Ms. Ferris held a General Manager role at Vantiv. Earlier in her career, Ms. Ferris was CFO of the payments processing division of Fifth Third Bancorp, which was later spun out and became Vantiv.

On January 11, 2022, Bruce Lowthers provided notice of his resignation from his position as President of Fidelity National Information Services, Inc. (the “Corporation”) effective on January 31, 2021. Mr. Lowthers will continue his employment with the Corporation through April 30, 2022 to ensure an orderly transition of his duties. Mr. Lowthers advised the Corporation that he is resigning to pursue other opportunities.

The Board of Directors of Fidelity National Information Services, Inc. (the “Corporation”) appointed Stephanie Ferris to be Chief Administrative Officer of the Corporation effective September 2, 2021. In this new role, Ms. Ferris will lead enterprise strategy, certain corporate functions and focus on key strategic initiatives to enhance client and shareholder value. Ms. Ferris, age 48, previously served as Chief Operating Officer of the Corporation from August 1, 2019, at the time of the Corporation’s acquisition by merger of Worldpay, Inc. (“Worldpay”) until September 2020. Prior to that, Ms. Ferris served as Chief Financial Officer of Worldpay f/k/a Vantiv from 2016 until the effective time of the Worldpay acquisition by the Corporation on July 31, 2019. Prior to becoming CFO of Worldpay, Ms. Ferris held a General Manager role at Vantiv. Earlier in her career, Ms.

On August 31, 2021, Mark J. Hawkins, a Director on the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation ”), notified the Corporation of his resignation from the Board. The resignation came after the Board was informed that a conflict of interest had just arisen in connection with Mr. Hawkins’ membership on the board of directors of an unrelated company which could not be cured with respect to his continued service on the Board. Mr. Hawkins letter of resignation is attached as Exhibit 99.1.

On June 8, 2021, the Board of Directors of Fidelity National Information Services, Inc. (“FIS”) appointed Mark J. Hawkins to its Board of Directors to serve until the next annual meeting of shareholders of the Company, or until his earlier resignation or removal. In connection with his appointment, the Board determined that Mr. Hawkins is an independent director pursuant to the rules of the New York Stock Exchange Listing Standards and is qualified as an Audit Committee Financial Expert. The Board has assigned Mr. Hawkins to serve on the Audit Committee of the Board. Mr. Hawkins is the President and Chief Financial Officer Emeritus at Salesforce.com, a provider of enterprise cloud computing solutions, a position he has held since February 2021. Mr. Hawkins was the President of Salesforce.com from 2016 to January 2021 and Chief Financial Officer from 2014 to January 2021. Mr.

Christopher A. Thompson, Chief Accounting Officer of Fidelity National Information Services, Inc (the “Corporation”), notified the Corporation on March 25, 2021 of his intention to retire from his position effective May 31, 2021. Mr. Thompson’s decision to retire was not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices. On March 30, 2021, the Board of Directors of the Corporation appointed Thomas K. Warren to be the Company’s Chief Accounting Officer effective on June 1, 2021. Mr. Warren, age 49, has served as the Corporate Controller at the Corporation since 2016. Prior to joining the Company, Mr. Warren was the Director of Accounting & Compliance at Mondelez International beginning in 2012, and prior to that he was their Vice President, Corporate Accounting since 2011.

Effective March 9, 2021, the Board of Directors of Fidelity National Information Services, Inc. (the “Company”) appointed Bruce Lowthers as the Company’s President. Gary Norcross, previously President of the Company, shall retain the positions of Chairman and Chief Executive Officer of the Company. Mr. Lowthers, age 56, has served as President, Banking and Merchant Solutions of the Company since February 2020. Prior to that, Mr. Lowthers served as President of Banking Solutions of the Company since August 2019 and was Corporate Executive Vice President and Co- Chief Operating Officer of the former Integrated Financial Solutions segment of the Company since January 2018.

On January 28, 2021, Lee Adrean, a Director of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation”) notified the Corporation of his intention to retire from the Board when his current term expires at the Corporation’s upcoming 2021 Annual Meeting of the Shareholders, and accordingly, not to stand for re-election as a Director. Mr. Adrean’s decision to retire and not to stand for re-election as a Director was based on his desire to have more time to pursue other personal interests, and was not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices.

Effective October 7, 2020, the Board of Directors of Fidelity National Information Services, Inc. (the “Company”) appointed Ido Gileadi to be the Company’s Chief Operating Officer (“COO”). Mr. Gileadi, age 57, has served as the Chief Information Officer (“CIO”) of the Company since 2014, during which time he set and managed the Company’s technology strategy and its internal and external facing systems. Prior to his role as CIO for the Company, Mr. Gileadi was a senior partner at The Capital Markets Company (“Capco”), which was acquired by, and became a subsidiary of, the Company in 2010, and he continued in that role through 2013. Prior to commencing his employment with Capco in 2004, Mr. Gileadi also served as CIO at BCE Emergis and was a senior manager in charge of ERP technology practice at Deloitte Consulting. There are no arrangements or undertakings pursuant to which Mr.

On June 11, 2020, the Board of Directors (the “Board”) of Fidelity National Information Services, Inc. (“FIS”) fixed the size of the Board at eleven members and appointed Jeffrey A. Goldstein to the Board to serve until the next annual meeting of shareholders of the Company, or until his earlier resignation or removal. In connection with his appointment, the Board determined that Mr. Goldstein is an independent director pursuant to the rules of the New York Stock Exchange Listing Standards and that Mr. Goldstein is qualified as an Audit Committee Financial Expert. The Board assigned Mr. Goldstein to serve on the Audit Committee and Compensation Committee of the Board. Mr. Goldstein is a Senior Advisor to Canapi Ventures, a venture capital firm, and Advisor Emeritus at Hellman & Friedman LLC, a private equity firm.

On January 30, 2020, Charles Drucker, a Director and Vice Chairman of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation”) notified the Corporation of his intention to retire from the Board and his employment with the Corporation effective March 1, 2020. Mr. Drucker’s decision to retire from the Board and from his employment with the Corporation was not based upon any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices.

On January 15, 2020, David Hunt, a director of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation”) since 2001, notified the Corporation of his intention to retire from the Board when his current term expires at the Corporation’s upcoming 2020 Annual Meeting of the Shareholders. Mr. Hunt served as Chairman of the Audit Committee from 2001 until 2019 and the Corporation has great appreciation for his leadership and contributions to the Board. Mr. Hunt’s decision not to stand for re-election was based on his decision to retire from his long tenured position with the Board, and was not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices.

Effective August 8, 2019, the Board of Directors of Fidelity National Information Services, Inc. (the “Company”) appointed Christopher Thompson as the Company’s Chief Accounting Officer. Mr. Thompson, age 56, served as the Chief Accounting Officer of Worldpay, Inc. (“Worldpay”) since 2014, and was the Senior Vice President and Controller of Worldpay from 2010 to 2014. Prior to joining Worldpay, Mr. Thompson was a Partner at Deloitte and Touche LLP. Mr. Thompson holds a bachelor’s degree in accounting from the State University of New York and is a licensed certified public accountant. There are no arrangements or undertakings pursuant to which Mr. Thompson was selected as Chief Accounting Officer. There are no family relationships among any of the Company’s directors or executive officers and Mr. Thompson. There are no related party transactions between the Company and Mr. Thompson.

In connection with the consummation of the Merger, FIS appointed Stephanie Ferris, an executive of Worldpay, to be Chief Operating Officer of FIS. Stephanie Ferris previously served as chief financial officer of Worldpay (f/k/a Vantiv, Inc.) from 2018 until the effective time of the Merger. Prior to becoming CFO of Worldpay, Ms. Ferris held a general manager role at Vantiv. Earlier in her career, Ms. Ferris was CFO of the payments processing division of Fifth Third Bancorp, which was later spun out and became Vantiv. She also held multiple progressive financial leadership roles at Fifth Third, after beginning her career in public accounting at PricewaterhouseCoopers. Promptly following the Merger, Ms. Ferris and FIS will enter into an employment agreement.

As previously disclosed pursuant to a Form 8-K filed on March 8, 2019, Marianne Brown provided notice that she will retire from her position as Corporate Executive Vice President and Co-Chief Operating Officer of Fidelity National Information Services, Inc. (the “Company”) effective December 31, 2019. In advance of Ms. Brown’s retirement, effective June 30, 2019, her direct reports will begin reporting to other executive officers in the Company and Ms. Brown will continue her employment in a non-executive role to ensure an orderly transition of her duties until her retirement.

On March 6, 2019, Marianne Brown provided notice that she will resign from her position as Corporate Executive Vice President and Co-Chief Operating Officer of Fidelity National Information Services, Inc. (the “ Corporation ”) effective December 31, 2019. Ms. Brown will continue her employment in her current position with the Corporation through the end of 2019 and provided advance notice of her intention to retire to allow adequate time for an orderly transition and succession of her duties.

On June 11, 2018, the Board of Directors of Fidelity National Information Services, Inc. (“FIS”) appointed Alexander Navab and Brian T. Shea to its Board of Directors to serve until the next annual meeting of shareholders of the Company, or until their respective death, resignation or removal, increasing the number of Directors from eight to ten. Mr. Navab began his career in financial services and investment management with Kohlberg Kravis & Roberts & Co. (“KKR”) in 1993, where he served as the co-head of the Americas Private Equity business from 2008 until 2014 and then as head of that business from 2014 until his departure in September 2017. While at KKR, Mr. Navab was a member of the firm’s Management Committee, Chair of the Americas Private Equity Investment Committee and Chair of the Americas Portfolio Management Committee. Mr.

(e) On May 30, 2018, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Fidelity National Information Services, Inc. (the “Company”), the shareholders of the Company approved an amendment and restatement of the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (as amended and restated, the “Amended Plan”). The Amended Plan expressly allows the establishment of an employee stock purchase program under the Amended Plan and includes updates to the share reserve counting mechanics and the provisions prohibiting repricing of stock options and stock appreciation rights. A more detailed summary of the principal features of the Amended Plan can be found in the Company's proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2018.

On April 4, 2018, Frank R. Martire, a Director and Chairman of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation ”) notified the Corporation of his intention to retire from the Board when his term expires at the Corporation’s upcoming 2018 Annual Meeting of the Shareholders. Mr. Martire’s decision not to stand for re-election was based on his desire to pursue other interests and was not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices. As part of the Corporation’s planned succession, the Board elected Gary Norcross to be the Chairman of the Board effective at the expiration of Mr. Martire’s term at the conclusion of the Corporation’s upcoming 2018 Annual Meeting of the Shareholders. Mr.

On January 9, 2018, Fidelity National Information Services, Inc. (the “Company”) announced that Bruce Lowthers will become Chief Operating Officer of the Integrated Financial Solutions segment of the Company, effective as of January 13, 2018. Mr. Lowthers, age 52, previously served in a number of executive positions for the Company since 2007, including head of the its payments business, head of product sales and global sales operations and general manager of its global payments software business. Prior to joining the Company, Lowthers held the position of senior vice president of community markets for eFunds before its purchase by the Company in 2007 and also served in executive officer positions at four start-up companies. Mr. Lowthers holds a B.A. in business administration from the University of Massachusetts and began his career as a certified public accountant.

On January 2, 2018, Thomas M. Hagerty, a member of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation ”), notified the Corporation of his intention to retire from the Board when his current term expires at the Corporation’s upcoming 2018 Annual Meeting of the Shareholders. Mr. Hagerty’s decision not to stand for re-election as a Director was based on his desire to pursue other business interests and was not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices.

On December 7, 2017, Anthony Jabbour provided notice of his resignation from his position as Corporate Executive Vice President and Co-Chief Operating Officer of Fidelity National Information Services, Inc. (the “ Corporation ”) effective January 12, 2018. Mr. Jabbour will continue his employment with the Corporation through March 31, 2018 in a non-executive role to ensure an orderly transition of his duties. Mr. Jabbour advised the Corporation that he is resigning to pursue another opportunity.

On October 26, 2017, the Board of Directors of Fidelity National Information Services, Inc. (“FIS”) appointed Louise M. Parent to its Board of Directors to serve until the next annual meeting of shareholders of the Company, or until her earlier death, resignation or removal, increasing the number of Directors from nine to ten. Parent served as Executive Vice President & General Counsel of American Express Company for over twenty years before retiring from that position in December 2013. At American Express she played key roles in corporate transactions, business initiatives, regulatory relationships, executive leadership and corporate governance. She is currently Of Counsel to the international law firm of Cleary Gottlieb Steen & Hamilton LLP.

On January 25, 2017, William P. Foley, II, a Director and Vice Chairman of the Board of Directors (the “ Board ”) of Fidelity National Information Services, Inc. (the “ Corporation ”) and Richard N. Massey, a Director of the Corporation, each notified the Corporation of his intention to retire from the Board when his respective term expires at the Corporation’s upcoming 2017 Annual Meeting of the Shareholders. Mr. Foley’s and Mr. Massey’s decisions not to stand for re-election were based on the time commitment necessary to pursue other business interests and were not the result of any disagreements with the Board or the Corporation on matters related to the Corporation’s operations, policies or practices.

On November 8, 2016, Michael A. Nussbaum resigned from his position as Chief Accounting Officer of Fidelity National Information Services, Inc. (the “Company”) to pursue other opportunities. In connection with his resignation, Mr. Nussbaum has agreed to assist the Company to provide for a meaningful transition of his duties through January 31, 2017. The Company also announced that Katy Thompson will become Chief Accounting Officer of the Company, effective as of November 15, 2016. Ms. Thompson, age 51, has served as Chief Audit Executive of the Company since 2011. Prior to joining the Company, Ms. Thompson served as Florida practice leader for Experis™ Finance, LLC, and as managing director at Protiviti® Inc., a global consulting firm. From 1997 to 2002, Ms.

On October 28, 2016, Fidelity National Information Services, Inc. (the “Company”), with approval of its Board of Directors and consistent with its orderly planned succession, entered into agreements with Frank R. Martire, former CEO and current Executive Chair of the Company, to terminate his employment agreement with the Company effective December 31, 2016 and to enter into a new agreement to serve as non-Executive Chair of the Company commencing on January 1, 2017. In his Severance Agreement and Release, the Company agreed to pay Mr. Martire the compensation and benefits due him under his employment agreement for a termination of that agreement without cause (including vesting of all unvested equity awards). In exchange, he released the Company from all employment related actions which could arise from the termination of the agreement and agreed to a one year non-compete.