FIS® (NYSE: FIS) (“FIS” or the “Company”), a global leader in
financial services technology, announced today that its incoming
Chief Executive Officer and Board of Directors (the “Board”) have
initiated a comprehensive assessment of the Company’s strategy,
businesses, operations and structure with the goal of positioning
the Company to drive stronger results, increase shareholder value
and enhance client services.
“As I begin my new role as CEO, I am committed to working with
our Board and management team to evaluate and pursue the best
opportunities for innovation, efficiency and growth, and I am
excited to uncover new ways of driving value for all of our
stakeholders, including our shareholders and clients,” said
Stephanie L. Ferris, President and incoming Chief Executive
Officer. “We are taking a hard look at every aspect of our company
to define areas for change and develop specific action and
improvement plans. The Board and I are fully aligned in
implementing this comprehensive review of our businesses. Our goal
is to optimize FIS for performance and returns while improving the
satisfaction of our clients and employees.”
Thoroughly Assessing Strategy, Operations and Structure to
Drive Operational Excellence
This comprehensive assessment, which will be led by Ms. Ferris
and the FIS Board, will focus on identifying and optimizing
incremental revenue generation, margin improvement and cost
reduction opportunities. The review will also evaluate FIS’
business structures and portfolio of assets to ensure optimal
configuration and deliver the greatest results for FIS’ clients and
shareholders. This assessment will complement and enhance the
Company’s ongoing Enterprise Transformation Program.
The review is a priority for the Board and the management team,
and the Company has not set a specific deadline or timetable for
its completion. The Company does not intend to disclose
developments related to the assessments unless and until it
determines that further disclosure is appropriate or required by
law.
Board Enhancements to Oversee Continued Growth and
Transformation
As part of FIS’ ongoing commitment to Board refreshment, and
following the Board’s appointment of two new independent directors
earlier this year, the Corporate Governance, Nominating and
Sustainability Committee of the Board has recommended, and the
Board has approved, the appointment of a new highly qualified
independent director, Mark A. Ernst, to the Board. As previously
disclosed in the Company’s 2022 annual meeting proxy statement,
Jeffrey E. Stiefler and Keith W. Hughes will be retiring from the
Board at the 2023 Annual Meeting in accordance with Company
policies.
In addition, as separately announced, the Company is also
implementing a new Board leadership structure featuring an
Independent Chairman of the Board.
“We’re pleased to welcome Mark to the Board and believe the
Company and our stakeholders will benefit from his experience,
skills and leadership,” said Jeffrey A. Goldstein on behalf of the
FIS Board as Lead Independent Director and incoming Independent
Chairman of the Board. “The Board is unified in its commitment to
enhancing shareholder value and working with urgency, as Stephanie
and her leadership team conduct these comprehensive business
assessments and chart a path forward to deliver upon our mission
for our customers and employees.”
Mr. Goldstein concluded, “We are grateful for Jeffrey and
Keith’s many years of exemplary service as they reach our mandatory
retirement age and are thankful for all of their
contributions.”
Ms. Ferris said, “I look forward to the input of Mark, our Board
and management team as we engage in these reviews and take the
Company forward.”
In connection with this announcement, the Company has entered
into a cooperation agreement with the D. E. Shaw group, pursuant to
which the D. E. Shaw group has agreed to customary standstill,
voting and other provisions. Michael O’Mary, a managing director at
the D. E. Shaw group, said, “We are appreciative of our positive
and constructive discussions with Stephanie, Jeffrey and the entire
FIS Board. The addition of Mark to the Board along with the Board’s
commitment to optimize FIS’ business structure, strategy and
operations position the Company well to generate significant value
for all shareholders. We are confident in Stephanie’s leadership as
FIS enters its next phase of growth and look forward to continuing
our collaborative work with the Company.”
This announcement also reflects discussions with JANA Partners,
a shareholder of the Company. Barry Rosenstein, Managing Partner of
JANA Partners, commented: “We appreciate the collaborative
engagement we have had with Stephanie Ferris and the Board. We
applaud the Company’s leadership changes and commitment to conduct
a comprehensive review, and believe these steps leave the Company
well positioned to realize its potential and unlock significant
shareholder value.”
Goldman Sachs & Co. LLC is serving as financial advisor to
FIS, and Wachtell, Lipton, Rosen & Katz is serving as legal
counsel.
About Mark A. Ernst
Mr. Ernst currently serves as the Managing Partner at Bellevue
Capital LLC, a private investment firm, a role he has held since
2018. Mr. Ernst has more than 25 years of senior management
positions in the financial services industry. From 2011 to 2018,
Mr. Ernst served as Executive Vice President and Chief Operating
Officer of Fiserv, Inc., where he was responsible for the oversight
of major operating businesses and support organizations of the
enterprise. His focus included enterprise-wide quality improvement
and product management efforts, and he provided executive
leadership for Fiserv’s operational effectiveness initiatives. Mr.
Ernst previously served as deputy commissioner for operations
support for the Internal Revenue Service from 2009 to 2010. He has
served in various executive roles at H&R Block, Inc., including
as Chairman, President and Chief Executive Officer and Chief
Operating Officer. Mr. Ernst currently serves as the Chairman of
the Board of Directors of the Financial Health Network. He also
serves on the Boards of Blucora, Inc. and Lending Tree, Inc. He has
previously served on the boards of H&R Block, Inc., Knight
Ridder, Inc., Great Plains Energy, Inc. (Currently Evergy) and SCS
Transportation (currently SAIA). He received Bachelor’s degrees in
Finance and Accounting from Drake University, where he is Chairman
of the Board of Trustees, and a Master’s of Business Administration
in Finance and Economics from the University of Chicago Booth
School of Business, where he has served on its Advisory Board.
About FIS
FIS is a leading provider of technology solutions for financial
institutions and businesses of all sizes and across any industry
globally. We enable the movement of commerce by unlocking the
financial technology that powers the world’s economy. Our employees
are dedicated to advancing the way the world pays, banks and
invests through our trusted innovation, system performance and
flexible architecture. We help our clients use technology in
innovative ways to solve business-critical challenges and deliver
superior experiences for their customers. Headquartered in
Jacksonville, Florida, FIS is a member of the Fortune 500® and the
Standard & Poor’s 500® Index. To learn more, visit
www.fisglobal.com. Follow FIS on Facebook, LinkedIn and Twitter
(@FISGlobal).
There can be no assurance that these assessments will result in
any specific transactions or operational alternatives being
announced or consummated.
Forward-Looking Statements
This release contains “forward-looking statements” within the
meaning of the U.S. federal securities laws. Statements that are
not historical facts, including statements about anticipated
financial outcomes, including any earnings guidance or projections
of the Company, projected revenue or expense synergies, business
and market conditions, outlook, foreign currency exchange rates,
deleveraging plans, expected dividends and share repurchases, the
Company’s sales pipeline and anticipated profitability and growth,
the outcome of our comprehensive assessment referred to in this
release, as well as other statements about our expectations,
beliefs, intentions, or strategies regarding the future, or other
characterizations of future events or circumstances, are
forward-looking statements. These statements may be identified by
words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“will,” “should,” “could,” “would,” “project,” “continue,”
“likely,” and similar expressions, and include statements
reflecting future results or guidance, statements of outlook and
various accruals and estimates. These statements relate to future
events and our future results and involve a number of risks and
uncertainties. Forward-looking statements are based on management’s
beliefs as well as assumptions made by, and information currently
available to, management.
Actual results, performance or achievement could differ
materially from those contained in these forward-looking
statements. The risks and uncertainties to which forward-looking
statements are subject include the following, without
limitation:
- changes in general economic, business and political conditions,
including those resulting from COVID-19 or other pandemics, a
recession, intensified international hostilities, acts of
terrorism, increased rates of inflation or interest, changes in
either or both the United States and international lending, capital
and financial markets or currency fluctuations;
- the outbreak or recurrence of the novel coronavirus and any
related variants (“COVID-19”) and measures to reduce its spread,
including the impact of governmental or voluntary actions such as
business shutdowns and stay-at-home orders in certain
geographies;
- the duration, including any recurrence, of the COVID-19
pandemic and its impacts, including reductions in consumer and
business spending, and instability of the financial markets in
heavily impacted areas across the globe;
- the economic and other impacts of COVID-19 on our clients which
affect the sales of our solutions and services and the
implementation of such solutions;
- the risk of losses in the event of defaults by merchants (or
other parties) to which we extend credit in our card settlement
operations or in respect of any chargeback liability, either of
which could adversely impact liquidity and results of
operations;
- the risk that acquired businesses will not be integrated
successfully or that the integration will be more costly or more
time-consuming and complex than anticipated;
- the risk that cost savings and synergies anticipated to be
realized from acquisitions may not be fully realized or may take
longer to realize than expected;
- the risks of doing business internationally;
- the effect of legislative initiatives or proposals, statutory
changes, governmental or applicable regulations and/or changes in
industry requirements, including privacy and cybersecurity laws and
regulations;
- the risks of reduction in revenue from the elimination of
existing and potential customers due to consolidation in, or new
laws or regulations affecting, the banking, retail and financial
services industries or due to financial failures or other setbacks
suffered by firms in those industries;
- changes in the growth rates of the markets for our
solutions;
- the amount, declaration and payment of future dividends is at
the discretion of our Board of Directors and depends on, among
other things, our investment opportunities, results of operations,
financial condition, cash requirements, future prospects, the
duration and impact of the COVID-19 pandemic, and other factors
that may be considered relevant by our Board of Directors,
including legal and contractual restrictions;
- the amount and timing of any future share repurchases is
subject to, among other things, our share price, our other
investment opportunities and cash requirements, our results of
operations and financial condition, our future prospects and other
factors that may be considered relevant by our Board of Directors
and management;
- failures to adapt our solutions to changes in technology or in
the marketplace;
- internal or external security breaches of our systems,
including those relating to unauthorized access, theft, corruption
or loss of personal information and computer viruses and other
malware affecting our software or platforms, and the reactions of
customers, card associations, government regulators and others to
any such events;
- the risk that implementation of software, including software
updates, for customers or at customer locations or employee error
in monitoring our software and platforms may result in the
corruption or loss of data or customer information, interruption of
business operations, outages, exposure to liability claims or loss
of customers;
- the reaction of current and potential customers to
communications from us or regulators regarding information
security, risk management, internal audit or other matters;
- the risk that policies and resulting actions of the current
administration in the U.S. may result in additional regulations and
executive orders, as well as additional regulatory and tax
costs;
- competitive pressures on pricing related to the decreasing
number of community banks in the U.S., the development of new
disruptive technologies competing with one or more of our
solutions, increasing presence of international competitors in the
U.S. market and the entry into the market by global banks and
global companies with respect to certain competitive solutions,
each of which may have the impact of unbundling individual
solutions from a comprehensive suite of solutions we provide to
many of our customers;
- the failure to innovate in order to keep up with new emerging
technologies, which could impact our solutions and our ability to
attract new, or retain existing, customers;
- an operational or natural disaster at one of our major
operations centers;
- failure to comply with applicable requirements of payment
networks or changes in those requirements;
- fraud by merchants or bad actors; and
- other risks detailed in the “Risk Factors” and other sections
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, in our quarterly reports on Form 10-Q, in our
current reports on Form 8-K and in our other filings with the
Securities and Exchange Commission.
Other unknown or unpredictable factors also could have a
material adverse effect on our business, financial condition,
results of operations and prospects. Accordingly, readers should
not place undue reliance on these forward-looking statements. These
forward-looking statements are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict.
Except as required by applicable law or regulation, we do not
undertake (and expressly disclaim) any obligation and do not intend
to publicly update or review any of these forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20221215005522/en/
Kim Snider Senior Vice President FIS Global Marketing and
Corporate Communications 904.438.6278 kim.snider@fisglobal.com
George Mihalos Senior Vice President Head of Investor Relations
904.438.6119 georgios.mihalos@fisglobal.com
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