FICOFair Isaac
Fair Isaac Corporation (NYSE: FICO) (together with its consolidated subsidiaries, the “Company,” which may also be referred to in this report as “we,” “us,” “our,” and “FICO”) is a global analytics software leader. 10-K, Item 1
Deals between FICO and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-01-27 reports that the one filed 2025-01-27 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-01-27.
Nothing new: every deal in this year's section was reported last year too.
New wording of the review policy 12 paragraphs without an amount or a name
The structure of the Related Persons Transaction; and“PROPOSAL 4: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law The Board recommends a vote FOR this proposal In August 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that enables Delaware corporations to limit the personal liability of certain of their officers for monetary damages for breach of the duty of care in certain circumstances, as permitted under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Previously, exculpation was only available for directors under the DGCL. In light of this legislation and the adoption of this provision by many other Delaware corporations, the Board has adopted, and recommends that stockholders approve, an amendment (the “Exculpation Amendment”) to our Restated Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In accordance with the DGCL, the officers who would be covered by the Exculpation Amendment include any officer who, during the course of conduct alleged to be wrongful, (i) is or was the Company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in the Company’s public filings with the SEC as an NEO of the Company; or (iii) has, by written agreement with the Company, consented to being identified as an officer for purposes of accepting service of process.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Exculpation Amendment is aligned with the narrow class and type of claims for which certain officers’ liability can be exculpated under Section 102(b)(7) of the DGCL. Accordingly, the Exculpation Amendment would only permit exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the Company) and would not apply to: (i) breaches of the duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction in which the officer derived an improper personal benefit.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In considering whether to propose the Exculpation Amendment, the Board considered that the role of an officer (like the role of a director) often requires them to make time-sensitive decisions on critical matters that can create substantial risk of investigations, claims, actions, lawsuits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. The Board believes the proposed Exculpation Amendment better aligns the protections available to our officers with those currently available to our directors and would lower the risk of plaintiffs’ lawyers adding officers to direct claims relating to breaches of the duty of care, which can lead to increased litigation and insurance costs.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In addition, the Board believes that the Exculpation Amendment would better position the Company to continue to attract and retain top executive talent by providing protection against the potential exposure to liabilities and costs of defense tied to such claims. For these reasons, and taking into account the narrow class of officers and the limits on the types of claims for which those officers’ liability would be exculpated, the Board determined that approval of the Exculpation Amendment to allow for exculpation of certain of the Company’s officers is advisable and in the best interests of the Company and its stockholders.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The full text of the Exculpation Amendment, which would add a new Article 8 to our Restated Certificate of Incorporation, is provided below:”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and““8. (a) An officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action by or in the right of the corporation.””
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board has approved and declared advisable the Exculpation Amendment in accordance with the DGCL. If stockholders approve the Exculpation Amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as reasonably practicable after receiving stockholder approval. Other than the addition of Article 8, the remainder of our Restated Certificate of Incorporation will remain unchanged after effectiveness of the Certificate of Amendment, with the exception of the removal of Article 6(d) as set forth in Proposal 5, if approved by stockholders. The Board retains the discretion to abandon, and not implement, the Exculpation Amendment at any time before it becomes effective, even if it is approved by stockholders.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“PROPOSAL 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement The Board recommends a vote FOR this proposal Article 6(d) of the Company’s Restated Certificate of Incorporation currently requires that the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal Article 6 of the Company’s Restated Certificate of Incorporation.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board seeks approval from the Company’s stockholders to amend the Restated Certificate of Incorporation to eliminate this supermajority voting requirement for stockholders to amend Article 6 of the Company’s Restated Certificate of Incorporation (the “Supermajority Elimination Amendment”), so that stockholders could amend Article 6 of the Company’s Restated Certificate of Incorporation by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote. If the Supermajority Elimination Amendment is approved by the Company’s stockholders, Article 6(d) of the Certificate of Incorporation would be removed in its entirety, which reads:”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and““(d) In addition to any vote of the holders of any class or series of the stock of this corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article.””
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board has approved and declared advisable the Supermajority Elimination Amendment in accordance with the DGCL. If stockholders approve the Supermajority Elimination Amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as reasonably practicable after receiving stockholder approval. Following such approval and filing, we will not have any supermajority voting standards remaining in our governing documents. Other than the removal of Article 6(d), the remainder of our Restated Certificate of Incorporation will remain unchanged after effectiveness of the Certificate of Amendment, with the exception of the addition of Article 8 as set forth in Proposal 4 regarding the Exculpation Amendment, if approved by stockholders.”
Read it in the proxy ↗
The whole section 22 paragraphs, proxy filed 2026-01-27
Certain Relationships and Related Persons Transactions“We maintain a written policy for the approval of any related person transactions. A “Related Person,” for purposes of our policy, means:”
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Certain Relationships and Related Persons Transactions“Any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee for director;”
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Certain Relationships and Related Persons Transactions“Any person known to be the beneficial owner of more than 5% of our common stock; or Any immediate family member of the foregoing persons.”
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Certain Relationships and Related Persons Transactions““Immediate family members” include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and any other person (other than a tenant or employee) sharing the household of one of these individuals.”
Read it in the proxy ↗
Certain Relationships and Related Persons Transactions“Under the Related Persons Transaction Policy, any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) is or will be a participant and in which a Related Person has a direct or indirect interest (a “Related Persons Transaction”) must be reviewed by the Audit Committee, except that the following transactions, arrangements or relationships are exempt under the policy:”
Read it in the proxy ↗
Certain Relationships and Related Persons Transactions“Payment of compensation by the Company to a director or executive officer of the Company for such person’s service to the Company in that capacity;”
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Certain Relationships and Related Persons Transactions“Transactions available to all employees or all stockholders of the Company on the same terms; and Transactions that, when aggregated with the amount of all other transactions between the Company and the Related Person or any entity in which the Related Person has an interest, involve less than $120,000 in a fiscal year.”
Read it in the proxy ↗
Certain Relationships and Related Persons Transactions“In determining whether to approve a Related Persons Transaction, the Audit Committee will consider the following:”
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Certain Relationships and Related Persons Transactions“The role the Related Person has played in arranging the Related Persons Transaction;”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“We will only enter into a Related Persons Transaction if the Audit Committee determines that the Related Persons Transaction is not inconsistent with the interests of the Company and its stockholders, the Related Persons Transaction is beneficial to the Company, and the terms of the Related Persons Transaction are fair to the Company. No Related Persons Transactions occurred during fiscal 2025.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“PROPOSAL 4: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law The Board recommends a vote FOR this proposal In August 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that enables Delaware corporations to limit the personal liability of certain of their officers for monetary damages for breach of the duty of care in certain circumstances, as permitted under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Previously, exculpation was only available for directors under the DGCL. In light of this legislation and the adoption of this provision by many other Delaware corporations, the Board has adopted, and recommends that stockholders approve, an amendment (the “Exculpation Amendment”) to our Restated Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In accordance with the DGCL, the officers who would be covered by the Exculpation Amendment include any officer who, during the course of conduct alleged to be wrongful, (i) is or was the Company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in the Company’s public filings with the SEC as an NEO of the Company; or (iii) has, by written agreement with the Company, consented to being identified as an officer for purposes of accepting service of process.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Exculpation Amendment is aligned with the narrow class and type of claims for which certain officers’ liability can be exculpated under Section 102(b)(7) of the DGCL. Accordingly, the Exculpation Amendment would only permit exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the Company) and would not apply to: (i) breaches of the duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction in which the officer derived an improper personal benefit.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In considering whether to propose the Exculpation Amendment, the Board considered that the role of an officer (like the role of a director) often requires them to make time-sensitive decisions on critical matters that can create substantial risk of investigations, claims, actions, lawsuits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. The Board believes the proposed Exculpation Amendment better aligns the protections available to our officers with those currently available to our directors and would lower the risk of plaintiffs’ lawyers adding officers to direct claims relating to breaches of the duty of care, which can lead to increased litigation and insurance costs.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“In addition, the Board believes that the Exculpation Amendment would better position the Company to continue to attract and retain top executive talent by providing protection against the potential exposure to liabilities and costs of defense tied to such claims. For these reasons, and taking into account the narrow class of officers and the limits on the types of claims for which those officers’ liability would be exculpated, the Board determined that approval of the Exculpation Amendment to allow for exculpation of certain of the Company’s officers is advisable and in the best interests of the Company and its stockholders.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The full text of the Exculpation Amendment, which would add a new Article 8 to our Restated Certificate of Incorporation, is provided below:”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and““8. (a) An officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action by or in the right of the corporation.””
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board has approved and declared advisable the Exculpation Amendment in accordance with the DGCL. If stockholders approve the Exculpation Amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as reasonably practicable after receiving stockholder approval. Other than the addition of Article 8, the remainder of our Restated Certificate of Incorporation will remain unchanged after effectiveness of the Certificate of Amendment, with the exception of the removal of Article 6(d) as set forth in Proposal 5, if approved by stockholders. The Board retains the discretion to abandon, and not implement, the Exculpation Amendment at any time before it becomes effective, even if it is approved by stockholders.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“PROPOSAL 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement The Board recommends a vote FOR this proposal Article 6(d) of the Company’s Restated Certificate of Incorporation currently requires that the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal Article 6 of the Company’s Restated Certificate of Incorporation.”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board seeks approval from the Company’s stockholders to amend the Restated Certificate of Incorporation to eliminate this supermajority voting requirement for stockholders to amend Article 6 of the Company’s Restated Certificate of Incorporation (the “Supermajority Elimination Amendment”), so that stockholders could amend Article 6 of the Company’s Restated Certificate of Incorporation by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote. If the Supermajority Elimination Amendment is approved by the Company’s stockholders, Article 6(d) of the Certificate of Incorporation would be removed in its entirety, which reads:”
Read it in the proxy ↗
The structure of the Related Persons Transaction; and““(d) In addition to any vote of the holders of any class or series of the stock of this corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article.””
Read it in the proxy ↗
The structure of the Related Persons Transaction; and“The Board has approved and declared advisable the Supermajority Elimination Amendment in accordance with the DGCL. If stockholders approve the Supermajority Elimination Amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as reasonably practicable after receiving stockholder approval. Following such approval and filing, we will not have any supermajority voting standards remaining in our governing documents. Other than the removal of Article 6(d), the remainder of our Restated Certificate of Incorporation will remain unchanged after effectiveness of the Certificate of Amendment, with the exception of the addition of Article 8 as set forth in Proposal 4 regarding the Exculpation Amendment, if approved by stockholders.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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