Skip to main content

FAIR ISAAC CORP

For the period ended Mar 4, 2026. Filed Jan 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 4, 2026 · Filed Jan 27, 2026

FICO$704.55-0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under §

240.14a-12

FAIR ISAAC CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Please take notice that the 2026 Annual Meeting of the Stockholders of Fair Isaac Corporation (“Annual Meeting”) will be held at the time and place and for the purposes indicated below.

Voting Matters and Board
Recommendations
Page Number · Board Recommendation
Proposal 111FOR
Election of Directors
Advisory Vote to Approve Executive Compensation35FOR
Ratification of Independent Registered Public Accounting Firm85FOR
Proposal 4 Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law89FOR
Proposal 5 Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement90FOR
At the Annual Meeting, we may also transact such other business as may properly come before the meeting or any adjournment thereof.

Annual report

Our 2025 Annual Report accompanies the proxy statement.

Voting

Your vote is important. While stockholders are invited to attend the meeting in person, they should promptly submit their proxy by mail, internet, or phone to ensure their representation. Stockholders who attend the meeting can still vote in person, even if they previously submitted a proxy.

Admittance to meeting

The Annual Meeting will be limited to stockholders, and those without an admission ticket must present identification at the registration table. Stockholders holding shares by a bank, broker, or nominee must certify ownership at the registration table before being admitted.

Mark R. Scadina

Executive Vice President, General Counsel and Secretary

January 27, 2026

When

Wednesday, March 4, 2026 | 9:30 A.M., local time

Where

Fair Isaac Corporation 181 Metro Drive, San Jose, California 95110

Who can vote

If you were a stockholder as of January 5, 2026, you are eligible to vote. A list of stockholders entitled to vote will be available for inspection at our principal executive offices (5 West Mendenhall, Suite 105, Bozeman, Montana 59715) during business hours for at least ten days before the Annual Meeting. To view the list, please contact our Corporate Secretary to schedule an appointment.

How to vote

By internet www.proxyvote.com

Use the internet to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.

By telephone 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.

By mail

Complete, sign, and date the proxy card, then return it in the prepaid envelope. If no voting preferences are marked, your proxy will be voted FOR all director nominees, FOR the advisory resolution on executive compensation, FOR the ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2026, FOR an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law and FOR an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement.

In person at the Annual Meeting

All stockholders can vote in person at the Annual Meeting. Beneficial owners must obtain a legal proxy from their broker, bank, or nominee and present it with their ballot at the meeting.

A LETTER FROM OUR CHAIRMAN AND OUR CEO

It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Fair Isaac Corporation at our San Jose, CA office on Wednesday, March 4, 2026, at 9:30 a.m. Pacific Time. At this year’s meeting, we will conduct a:

(1)vote on the election of directors;
(2)non-binding advisory vote to approve the compensation of FICO’s named executive officers;
(3)vote on the ratification of the selection of Deloitte & Touche LLP as FICO’s independent registered public accounting firm;
(4)vote to approve an amendment to FICO’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law; and
(5)vote to approve an amendment to FICO’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement.

Finally, stockholders will have an opportunity to ask questions.

Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote by proxy prior to the meeting over the internet, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you attend the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of FICO.

Braden R. Kelly, Chairman

William J. Lansing, CEO

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.