Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 30, 2018




(Exact name of registrant as specified in its charter)




Delaware   1-11689   94-1499887

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


181 Metro Drive, Suite 700

San Jose, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 408-535-1500



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 30, 2018, Mark W. Begor tendered his resignation from the Board of Directors (the “Board”) of Fair Isaac Corporation (the “Company”), effective on April 2, 2018, upon his appointment as chief executive officer of Equifax Inc. Mr. Begor resigned from the Board as a result of his appointment as chief executive officer of Equifax Inc. There are no disagreements between Mr. Begor and the Company relating to the Company’s operations, policies or practices that resulted in Mr. Begor’s decision to resign.

(d) On April 2, 2018, the Board elected Eva Manolis as a director of the Company. Ms. Manolis will serve as a director until the 2019 Annual Meeting of Stockholders and until her successor is duly elected and qualified. Ms. Manolis will participate in the Company’s Compensation Program for Non-Employee Directors, as disclosed in the proxy statement relating to the Company’s 2018 Annual Meeting of Stockholders.

There are no current or proposed transactions in which Ms. Manolis, or any member of her immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.


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.


By   /s/ Mark R. Scadina
  Mark R. Scadina
  Executive Vice President, General Counsel and Secretary

Date: April 2, 2018