2 unchanged sentences
An evaluation was carried out under the supervision and with the participation of FICO’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of FICO’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report.
−Removed: Based on that evaluation, the CEO and CFO have concluded that FICO’s disclosure controls and procedures are effective to ensure that information required to be disclosed by FICO in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
+Added: Based on that evaluation, the CEO and CFO have concluded that FICO’s disclosure controls and procedures were effective as of September 30, 2021 to ensure that information required to be disclosed by FICO in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
In addition, the disclosure controls and procedures are designed to ensure that information required to be disclosed is accumulated and communicated to management, including the CEO and CFO, allowing timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
−Removed: No change in FICO’s internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the year ended September 30, 2020 , that has materially affected, or is reasonably likely to materially affect, FICO’s internal control over financial reporting.
+Added: No change in FICO’s internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, FICO’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
8 unchanged sentences
Our current executive officers are as follows:
−Removed: Positions Held
−Removed: January 2012-present, Chief Executive Officer and member of the Board of Directors of the Company.
+Added: Name Positions Held Age
+Added: Lansing January 2012-present, Chief Executive Officer and member of the Board of Directors of the Company.
February 2009-November 2010, Chief Executive Offer and President, Infospace, Inc.
6 unchanged sentences
1986-1995, various positions, McKinsey & Company, Inc.
−Removed: August 2019-present, Executive Vice President, Chief Financial Officer of the Company.
+Added: McLaughlin August 2019-present, Executive Vice President, Chief Financial Officer of the Company.
May 2007-August 2019, Managing Director, Head of Technology Corporate Finance of Morgan Stanley.
5 unchanged sentences
1986-1988, Analyst of The First Boston Corporation.
−Removed: August 2020-present, Executive Vice President, Corporate Strategy of the Company.
+Added: Bowers August 2020-present, Executive Vice President, Corporate Strategy of the Company.
September 2019-August 2020, Vice President, Business Consulting of the Company.
2 unchanged sentences
1987-2012, Senior partner and various positions, McKinsey & Company, Inc.
−Removed: Stephanie Covert
−Removed: October 2020-present, Executive Vice President, Sales & Marketing of the Company.
+Added: Stephanie Covert October 2020-present, Executive Vice President, Sales & Marketing of the Company.
June 2016-October 2020, Vice President, Global Sales Operations of the Company.
5 unchanged sentences
June 2007-March 2012, various positions, RightNow Technologies, Inc.
−Removed: November 2015-present, Executive Vice President, Chief Human Resources Officer of the Company.
+Added: Deal November 2015-present, Executive Vice President, Chief Human Resources Officer of the Company.
August 2007-November 2015, Senior Vice President, Chief Human Resources Officer of the Company.
2 unchanged sentences
1993-1998, managed broad range of human resources corporate and line consulting functions with U.S.
−Removed: November 2011-present, Vice President, Chief Accounting Officer of the Company.
+Added: Leonard November 2011-present, Vice President, Chief Accounting Officer of the Company.
November 2007-November 2011, Senior Director, Finance of the Company.
2 unchanged sentences
1994-1998, various audit staff positions at KPMG LLP.
−Removed: August 2019-present, Executive Vice President, Chief Technology Officer of the Company.
+Added: Claus Moldt August 2019-present, Executive Vice President, Chief Technology Officer of the Company.
March 2016-August 2019, Chief Information Officer of the Company.
3 unchanged sentences
May 2001-May 2002, Manager Database and System Administration, LoudCloud/Opsware.
−Removed: February 2009-present, Executive Vice President and General Counsel and Corporate Secretary of the Company.
+Added: Scadina February 2009-present, Executive Vice President and General Counsel and Corporate Secretary of the Company.
June 2007-February 2009, Senior Vice President and General Counsel and Corporate Secretary of the Company.
2 unchanged sentences
1994-1999, Associate, Pennie and Edmonds LLP.
−Removed: April 2012-present, Executive Vice President, Scores of the Company.
+Added: Wehmann April 2012-present, Executive Vice President, Scores of the Company.
November 2003-March 2012, Vice President/Senior Vice President, Global Marketing, Digital River, Inc.
33 unchanged sentences
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2019.)
−Removed: Form of Note Purchase Agreement, dated May 7, 2008, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series A, B, C and D (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 13, 2008.)
−Removed: Form of Note Purchase Agreement, dated July 14, 2010, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series E, F, G and H (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 19, 2010.)
10.1 Indenture, dated as of May 8, 2018, by and between the Company and U.S.
4 unchanged sentences
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 6, 2019.)
−Removed: Fair Isaac Corporation 1992 Long-Term Incentive Plan, as amended effective May 4, 2010.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010.) (1)
−Removed: Form of Non-Qualified Stock Option Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.
−Removed: (Incorporated by reference to Exhibit 10.42 to the Company’s Form 10-Q for the quarter ended December 31, 2007.) (1)
−Removed: Form of Nonstatutory Stock Option Agreement for Initial Grants to Non-Employee Directors under 1992 Long-term Incentive Plan.
−Removed: (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2008.) (1)
−Removed: Form of Restricted Stock Unit Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.
−Removed: (Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-Q for the quarter ended December 31, 2007.) (1)
−Removed: Form of Restricted Stock Agreement under 1992 Long-Term Incentive Plan.
−Removed: (Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended September 30, 2006.) (1)
10.3 Fair Isaac Supplemental Retirement and Savings Plan, as amended and restated effective January 1, 2009.
16 unchanged sentences
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2012.) (1)
−Removed: Letter Agreement dated November 5, 2014 by and between the Company and Wayne Huyard.
−Removed: (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2014.) (1)
10.12 Form of Amendment to Letter Agreement entered into with each of the Company’s executive officers.
40 unchanged sentences
(Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)
−Removed: Form of Performance Share Unit Award Agreement (fiscal 2017 grants) under the 2012 Long-Term Incentive Plan.
−Removed: (Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)
10.33 Form of Performance Share Unit Agreement (fiscal 2018) under the 2012 Long-Term Incentive Plan.
12 unchanged sentences
(Incorporated by reference to Exhibit 10.48 to the Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)
−Removed: Amended and Restated Credit Agreement dated December 31, 2014 among the Company, Wells Fargo Securities, LLC, U.S.
−Removed: Bank National Association, and Wells Fargo Bank, National Association.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2014.)
−Removed: First Amendment to Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, National Association as administrative agent and the lenders thereto dated as of April 16, 2015.
−Removed: (Incorporated by reference to the Exhibit 10.1 to the Company's Form 8-K filed on April 17, 2015.)
−Removed: Commitment Increase Agreement and Second Amendment to Credit Agreement dated as of June 26, 2017 by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent (Incorporated by reference to the Exhibit 10.1 to the Company's Form 8-K filed on June 26, 2017.)
−Removed: Commitment Increase Agreement to the Amended and Restated Credit Agreement dated as of November 17, 2017 by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent (Incorporated by reference to the Exhibit 10.1 to the Company’s Form 8-K filed on November 20, 2017.)
−Removed: Third Amendment to Amended and Restated Credit Agreement dated as of May 8, 2018 by and among the Company, the several banks and other financial institutions party thereto, and Wells Fargo Bank, National Association, as administrative agent.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2018.)
10.40 Letter Agreement dated August 3, 2019 by and between the Company and Michael I.
5 unchanged sentences
10.44 Letter Agreement dated August 26, 2020 by and between the Company and Stephanie Covert .
+Added: (Incorporated by reference to Exhibit 10.58 to the Company’s Form 10-K for the fiscal year ended September 30, 2020.) (1)
10.45 Letter Agreement dated August 26, 2020 by and between the Company and Thomas A.
+Added: (Incorporated by reference to Exhibit 10.59 to the Company’s Form 10-K for the fiscal year ended September 30, 2020.) (1)
+Added: 10.46 Second Amended and Restated Credit Agreement among the Company, Wells Fargo Securities, LLC, as sole lead arranger and bookrunner, and Wells Fargo Bank, National Association, as administrative agent dated as of August 19, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 19, 2021).
+Added: 10.47 First Amendment to Second Amended and Restated Credit Agreement among the Company, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of October 20, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 21, 2021).
+Added: 10.48 Fair Isaac Corporation 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 3, 2021) (1).
+Added: 10.49 Form of Director Restricted Stock Unit Award Agreement under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.50 Form of Director Non-Statutory Stock Option Agreement under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.51 Form of Executive Restricted Stock Unit Award Agreement (U.S.) under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.52 Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.53 Form of Global Employee Restricted Stock Unit Award Agreement under the 2021 Long-Term Incentive Plan.
+Added: (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.54 Form of Global Employee Non-Statutory Stock Option Agreement under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).
+Added: 10.55* Form of Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan.
+Added: 10.56* Form of Market Share Unit Agreement under the 2021 Long-Term Incentive Plan.
21.1* List of Company’s subsidiaries.
4 unchanged sentences
32.2* Section 1350 Certification of CFO.
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
3 unchanged sentences
FAIR ISAAC CORPORATION
−Removed: /s/ MICHAEL I.
+Added: By /s/ MICHAEL I.
Executive Vice President
1 unchanged sentence
November 10, 2021
+Added: POWER OF ATTORNEY
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael I.
+Added: McLaughlin his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ WILLIAM J.
−Removed: Chief Executive Officer
+Added: LANSING Chief Executive Officer
(Principal Executive Officer)
1 unchanged sentence
/s/ MICHAEL I.
−Removed: Executive Vice President and
+Added: MCLAUGHLIN Executive Vice President and
Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: November 10, 2020
+Added: (Principal Financial Officer) November 10, 2021
/s/ MICHAEL S.
−Removed: Vice President and
+Added: LEONARD Vice President and
Chief Accounting Officer
−Removed: (Principal Accounting Officer)
−Removed: November 10, 2020
−Removed: GEORGE BATTLE
−Removed: November 10, 2020
−Removed: George Battle
−Removed: /s/ BRADEN R.
−Removed: November 10, 2020
−Removed: November 10, 2020
−Removed: /s/ EVA MANOLIS
−Removed: November 10, 2020
−Removed: November 10, 2020
−Removed: /s/ JOANNA REES
−Removed: November 10, 2020
−Removed: November 10, 2020
+Added: (Principal Accounting Officer) November 10, 2021
/s/ FABIOLA R.
−Removed: November 10, 2020
+Added: ARREDONDO Director November 10, 2021
+Added: /s/ BRADEN R.
+Added: KELLY Director November 10, 2021
+Added: KIRSNER Director November 10, 2021
+Added: /s/ EVA MANOLIS Director November 10, 2021
+Added: MCMORRIS Director November 10, 2021
+Added: /s/ JOANNA REES Director November 10, 2021
+Added: REY Director November 10, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.