UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
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December
3,
2009
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FAIR
ISAAC CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-11689
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94-1499887
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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|
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901
Marquette Avenue, Suite 3200
Minneapolis,
Minnesota
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55402-3232
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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612-758-5200
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(Former
name or former address, if changed since last
report.)
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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))
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) John
S. McFarlane notified Fair Isaac Corporation, a Delaware corporation (the
“Company”), of his decision not to stand for re-election to the Board of
Directors of the Company at the upcoming 2010 annual meeting of the stockholders
of the Company (the “Annual Meeting”). Mr. McFarlane will serve until
his term expires at the 2010 Annual Meeting. Mr. McFarlane has served
as a member of the Company’s Board of Directors since February
2009. The Company’s Board of Directors has determined to include Mr.
Rahul N. Merchant among the list of nominees that it will recommend for election
to the Company’s Board of Directors in the Company’s proxy statement with
respect to the 2010 Annual Meeting. Mr. Merchant has been a
partner at Exigen Capital, a private equity firm based in New York City, since
2009. From 2006 until 2008, Mr. Merchant was Executive Vice
President, Chief Information Officer and Member of the Executive Committee at
Fannie Mae. Prior to joining Fannie Mae, Mr. Merchant was Senior
Vice President and Chief Technology Officer at Merrill Lynch & Co. In this
role, Mr. Merchant managed the global technology organization from 2000
until 2006. Mr. Merchant has also held senior leadership
positions at Cooper Neff and Associates, Lehman Brothers, Sanwa Financial
Products and Dresdner Bank. Mr. Merchant also serves as a member
of the Board of Directors at Sun Microsystems, Inc., Level 3 Communications,
Inc., Collabera, Inc. and Netuitive, Inc. Mr. Merchant holds a
B.S. degree in Electrical Engineering from Bombay University, M.S. in Computer
Science from Memphis University, and M.B.A. from Temple University.
SIGNATURE
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.
Date: December
7, 2009
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FAIR
ISAAC CORPORATION
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By:
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/s/
Mark R. Scadina
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Name:
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Mark
R. Scadina
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Title:
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Executive
Vice President, General Counsel and
Secretary
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