UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 21, 2019, Fair Isaac Corporation (the “Company”) announced that Stuart C. Wells, Executive Vice President and Chief Technology Officer, resigned from the Company for personal reasons. The Company has appointed Claus Moldt, the Company’s current Chief Information Officer, as Dr. Wells’ successor.
Dr. Wells’ service as an officer ended on August 21, 2019, but he has entered into a transition agreement with the Company (the “Transition Agreement”) pursuant to which he will remain an employee of the Company through December 31, 2019, to ensure a smooth transition. He will continue to receive his current annual base salary and continue to participate in employee benefit plans and programs for which he is eligible as of August 21, 2019, including the Company’s Management Incentive Plan through September 30, 2019, provided that Dr. Wells will not be eligible for any incentive stock awards from August 21, 2019 to December 31, 2019. The Transition Agreement also provides that neither Dr. Wells’ notice of resignation effective as of December 31, 2019, nor his resignation on such date constitutes an involuntary termination or resignation for Good Reason (as defined in the Management Agreement) under the Management Agreement or his existing Letter Agreement with the Company.
The foregoing description of the terms of the Transition Agreement is a summary only and is qualified in its entirety by reference to the Transition Agreement included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
A press release by the Company announcing the appointment is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibits |
Description | |||
| 10.1 |
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| 99.1 |
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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 Secretary | ||
Date: August 26, 2019