Fidelity National Agrees To Review, Adds Director After D.E. Shaw Pressure

Fidelity National Information Services on Thursday said it will undertake a strategic review and add a new director to its board after pressure from hedge fund D.E. Shaw Group.

FIS also said it would speed up management changes, with Stephanie Ferris, who was scheduled to become CEO in January, taking over the top job on Friday and Gary Norcross, a 34-year FIS veteran who has been CEO since 2015, leaving the company.

Mark Ernst, who had been executive vice president and chief operating officer at Fiserv, a global fintech and payments company that competes with FIS, is joining the board.

Shares in FIS climbed 3.5% in premarket trading but fell after the opening to trade at $71.20 as the broader market was also lower.

"We are taking a hard look at every aspect of our company to define areas for change and develop specific action and improvement plans," Ferris said in a statement.

Ferris and the board will lead the review that will evaluate the company's business structures and portfolio of assets as well as focus on cutting costs and improving margins.

FIS, a maker of technology for banking and merchant payments, has seen its stock price drop in recent years as investors became frustrated with how its three main businesses were linked together.

Ferris had been FIS president where she led the integration of Worldpay and steered the company's global business strategy.

FIS in October said Norcross, who was board chair and made his reputation as a dealmaker, would become executive chairman in 2023. FIS on Thursday said it had now appointed Jeffrey Goldstein, currently lead independent director, as independent chairman instead.

The changes come after weeks of discussions with D.E. Shaw, which owns an unspecified stake in FIS, which is valued at $43 billion. Its share price has fallen 32% in the last 52 weeks and closed at $72.41 on Wednesday.

D.E. Shaw, which oversees $60 billion in assets and occasionally pushes for changes at companies, urged FIS to assess its business configuration and structure in light of the company's substantial valuation discount to its peers.

The hedge fund also wanted to see changes on the board and an accelerated pace of change in the executive suite, people familiar with the talks said.

Activist investment firm Jana Partners had also made an investment in FIS and approached the company recently to push for a strategic review that could possibly see the company broken up and for immediate changes in the C-suite, one of the sources familiar with the matter said.

The two activists did not know of the other's plans or proposals, the sources said.

When D.E. Shaw encourages corporate boards to rethink strategy, the hedge fund prefers to conduct talks out of the limelight and often surfaces publicly only after an agreement has been signed. Earlier this year, D.E. Shaw settled with parcel delivery firm FedEx to add two directors and have a say in appointing a third one.

It pushed Verisk Analytics to become a pure play insurance data business and in October Verisk announced a deal to sell its energy-consulting arm, Wood Mackenzie.

Jana has often been more public in its campaigns.