Fidelity National Information Services, Inc. FIS

35% shingled-prose overlap between the two filings.

2025: 133,852 chars · 2026: 123,909 chars

• Committee Report:100% overlap (509 → 509 chars)
• Pay Ratio (Item 402(u)):51% overlap (1,433 → 1,412 chars)
• Say-on-Pay proposal:53% overlap (3,588 → 4,368 chars)

• newWe are proud of the operating and financial performance we continued to achieve and deliver in 2025, in spite of broader
• newindustry disruption which has weighed on share price performance.
• newAs the system of record at the heart of global financial
• newinstitutions, we hold the industry’s most comprehensive data set, maintain long-standing and deeply-embedded
• newrelationships, and operate a highly specialized regulatory and compliance infrastructure that would be significantly difficult
• newto replicate — all of which positions us uniquely to deliver differentiated AI solutions.
• newOur compensation programs are working as designed to align realized compensation with shareholders’
• newexperience.
• newOur CEO’s realized compensation has significantly trailed her target compensation.
• new•The 2023 PSUs paid out at 50% of target number of shares (and 40.2% of target value) based on relative TSR
• newperformance, while premium-priced stock options awarded in 2023 are currently out of the money.
• new•The 2024 and 2025 PSUs are subject to a relative TSR modifier applied at the end of the three-year
• changedOur compensation mix is structured to continue to drive and reward performance.
• new•Our CEO’s pay is 94.5% at risk based on performance goals and changes in stock price, with approximately 66% linked
• newto clear performance-based goals.
• new•82% of the CEO’s total target compensation is in the form of long-term incentive compensation, and 65% of her target
• newlong-term incentive compensation is performance-based in the form of PSUs.
• newCEO 2025 Target Compensation
• new•A large majority of our NEOs’ compensation continues to be in the form of equity awards, aligning executives’ interests
• newwith creation of long-term shareholder value.
• newThe CEO’s total target 2025 compensation opportunity reflects her strong performance and the extensive effort
• newneeded to lead the Company’s strategic transformation.
• newOur Compensation Committee firmly believes that Ms. Ferris
• newis the right person to lead our ongoing transformation.
• newWhen deciding the CEO’s total target compensation opportunity for
• new2025, the Compensation Committee recognized her strong performance, the significant progress made by the Company
• newin its strategic transformation, the extensive effort required to lead the continuing transformation and the need to
• newincentivize long-term value creation for our shareholders.
• newThe Compensation Committee also believed that it was
• newimportant for the large majority of Ms. Ferris’ compensation increase to be in the form of long-term incentive
• newcompensation, in order to incentivize long-term value creation and to enhance retention.
• newAccordingly, 88% of the 2025
• newincrease in Ms. Ferris’ total target compensation opportunity was in the form of equity compensation (of which
• newapproximately 66% is linked to long-term performance goals), reinforcing the link between compensation, long-term
• newperformance and the shareholder experience.
• newAs a result, Ms. Ferris will achieve realized compensation above the peer
• newgroup median only if the Company’s performance objectives are met or exceeded.
• newOur compensation program has continued to evolve to align with our ongoing transformation.
• newThe Compensation
• newCommittee made modest adjustments to our executive compensation program in 2025 to drive and reward operational
• newexcellence and to emphasize goals that are appropriate for the current phase of our strategic transformation.
• new2026 Compensation Program Changes:
• newAs described later in this proxy statement, to underscore our focus on motivating and incentivizing executives to generate
• newTSR, the Compensation Committee approved a change to the 2026 long-term incentive program to broaden TSR as a key
• newperformance metric to include the CEO’s direct reports with a 20% weighting in PSUs awards.
• newHighlights of our 2025 executive compensation program include:•For the 2025 annual cash incentive program, the performance measures and their weightings were: Revenue (40%), Adjusted EBITDA (30%), Adjusted Earnings per Share (“Adjusted EPS”) (20%) and Net Promoter Score (10%), reflecting a greater emphasis on financial performance and profitability.▪The Compensation Committee added Adjusted EPS as an additional financial performance metric in order to further increase the focus on profitability objectives.▪The Compensation Committee also increased the aggregate weighting of financial performance goals from 80% in 2024 to 90% in 2025 to reflect the greater importance of financial performance improvement to the Company at this stage of our transformation.▪The overall payout was 100% of the target amount, as the Company exceeded the program’s target for Revenue and was slightly behind the targets for Adjusted EBITDA and Adjusted EPS.•The design and performance measures used in the performance stock units awarded in 2025 were very similar to the 2024 PSUs.▪The measures are Adjusted Revenue Growth and Adjusted EPS Growth (weighted 50% each), which align with the drivers of our long-term financial performance.
• newThe growth goals for all three years in the performance period were set in advance at the time of grant and were consistent with our long-range plan and the expectations for key measures that we communicated to our investors.▪Consistent with our performance against these measures, the first tranche of the 2025 PSUs was earned at 117% of the target number of shares.
• new▪The ultimate number of shares earned is subject to potential adjustment by +/- 25% at the end of the three-year performance period based on our TSR relative to the S&P 500 over that period, helping to align the ultimate payout with the shareholder experience.•Although revenue and EPS metrics are used in both the annual cash incentive program and the PSUs, we also incorporate additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and shareholder returns over both the short-term and long-term horizons.
• newIn addition, although the PSUs measure the rate of Adjusted Revenue Growth and Adjusted EPS growth annually, the target growth rate for each year was set in advance, at the time of grant, providing an additional area of divergence from the annual cash incentive program.
• new2026 Compensation Program Changes:•In 2026, the Compensation Committee reduced the extent of overlap between the performance measures used in the annual cash incentive program and the PSUs by (1) shifting rTSR from a modifier to a stand-alone performance measure in the PSUs for the CEO and her direct reports, with a 20% weight and (2) removing EPS as a performance measure in the annual cash incentive program and replacing it with free cash flow, with a 20% weight.
• newThe Compensation Committee will continue to assess the performance measures in the annual cash incentive program and PSUs based on what it believes will best incentivize management to promote the long-term success of the Company.The Compensation Committee continues to consider shareholder feedback in its decision-making process.
• newIn early 2026, we offered engagement meetings to shareholders representing collectively more than 40% of our outstanding shares.
• newMany of the shareholders to whom we offered engagement meetings replied that they had no concerns or questions that they wanted to discuss, but members of our management team and our Independent Chair met with all shareholders who accepted our offer to engage.
• changedOur discussions included our executive compensation program philosophy and structure, as well as adjustments we made to our executive compensation program in 2025, which were received positively. 2024.
• new2026 Proxy Statement51
• new2025 Performance Highlights
• new2025 was a year of strong performance for FIS.
• newOur financial results met or exceeded the expectations for key measures
• newthat we communicated to investors at the beginning of the year, we reached agreements to acquire the FIS Total Issuing
• newSolutions business and to sell our remaining equity interest in Worldpay; these transactions were completed in early 2026.
• newFINANCIAL RESULTS MET OR EXCEEDED GUIDANCEACQUISITION OF FIS TOTAL ISSUING SOLUTIONS BUSINESS AND SALE OF REMAINING WORLDPAY INTEREST •Revenue growth of 5%; Adjusted revenue growth* accelerated to 5.8%, above top end of guidance range•Net income attributable to FIS from continuing operations of $382 million; Adjusted EBITDA* of $4.331 billion, at top end of guidance range•Diluted earnings per share of $0.73; Adjusted EPS* of $5.75 (10.2% growth), at midpoint of guidance range•Net cash provided by operating activities was $2.6 billion; Adjusted free cash flow* conversion of 88%, above top end of guidance range•Acquisition brings modern product roadmap and a strong presence serving large financial institutions•With the acquisition, FIS now operates the most comprehensive data set in the industry, enabling differentiated insights and unlocking new AI-driven capabilities and platform innovation•Projected to be slightly accretive in the first year•Proceeds from Worldpay minority interest sale were redeployed into cash-generating assets*Adjusted revenue, adjusted EBITDA and adjusted EPS are financial measures that are not calculated in accordance with GAAP.
• newAdjusted free cash flow conversion is a ratio calculated as the quotient of financial measures that are not calculated in accordance with GAAP.
• newPlease see Appendix A for reconciliations of these measures to the most directly comparable GAAP measures.
• newActivated Commercial Excellence Across the Enterprise: Our commercial excellence initiatives built momentum, as
• newrecurring sales in the fourth quarter of 2025 increased 20% by annual contract value from the fourth quarter of 2024, with
• newparticularly strong recurring sales growth in high-growth solutions such as digital, payments and lending.
• newOur targeted
• newinvestments in high growth vectors and emerging technologies, including AI, are bearing fruit.
• newPrudent Capital Allocation: Share repurchases totaled $1.3 billion, above our guidance, and we paid $847 million in
• newshareholder dividends.
• newFollowing the FIS Total Issuing Solutions acquisition, we have temporarily paused share
• newrepurchases and tuck-in merger and acquisition activity to accelerate de leveraging.
• newrelationships, and operate a highly specialized regulatory and compliance infrastructure that would be very difficult to
• newreplicate — all of which positions us uniquely to deliver differentiated AI solutions.
• changedOur Compensation Committee regularly reviews our executive compensation program programsand makes adjustments that they
• changedCommittee reviews compensation trends, listens to stakeholder feedback and considers what is thought to be current best
• changedbestpractices by our independent compensation consultant, with the goal of continually improving our approach to
• changedWhat We DoWhat We Do Not Do Deliver the majority of executives’ total compensation in the form of at-risk, performance-based compensation Utilize performance-based vesting requirements for the majority of our equity awards in the form of performance stock units Require our executive officers executivesand directors to satisfy rigorous stock ownership guidelines Maintain a clawback policy Prohibit executive officers from engaging in hedging transactions in FIS stock or pledging FIS stock Conduct annual risk assessment of compensation programs Market comparison of executive compensation against a relevant peer group Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company Double-trigger vesting of equity awards in the event of a change in control under our long-term incentive plan Annual say-on-pay vote Provide guaranteed short-term short-orlong-termincentives Provide tax gross-ups of payments or perquisites, except in the case of relocation expenses that are generally available to all employees Provide significant perquisites Maintain any form of supplemental executive retirement plan (SERP) Reprice or exchange underwater options without shareholder approval Provide excessive severance benefits Pay dividends or dividend equivalents on unearned equity awards Permit hedging, pledging or short sales of our securities
• new2026 Proxy Statement53
• changed2025 2024Say-On-Pay Vote and Shareholder EngagementAt our 2025 2024Annual Meeting, the advisory say-on-pay proposal received 93.6% 91.64%support of votes cast, demonstrating the approval of our executive compensation program by our shareholders.

More changes truncated for legibility. Open the filings on SEC for full prose.