Merger with FIS not to be discussed at Worldpay’s annual stockholder meeting

Maria Nikolova

A separate meeting of the Worldpay stockholders will be held to vote on the merger and merger-related matters.

Less than a month has passed since payments technology company Worldpay Inc (LON:WPY) and fintech expert FIS (NYSE:FIS) announced they entered into a definitive merger agreement. Worldpay has filed a document with the SEC, including details about the agenda of its annual stockholder meeting. Those hoping to get some hint about the developments around the planned merger would be disappointed, as the deal will not be discussed at the meeting.

On March 17, 2019, Worldpay entered into an agreement and plan of merger with Fidelity National Information Services, Inc. (FIS) and Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS pursuant to which Wrangler will merge with and into Worldpay with Worldpay continuing as a wholly-owned subsidiary of FIS. Subject to the terms and conditions set forth in the Merger Agreement, Worldpay’s stockholders will receive 0.9287 shares of common stock of FIS and $11 cash for each share of Worldpay. Completion of this merger remains subject to certain customer closing conditions including receipt of required stockholder and regulatory approvals.

In the SEC filing, Charles Drucker, Executive Chairman and Chief Executive Officer of Worldpay, explains that the business to be conducted at the 2019 Annual Meeting does not relate to the merger. A separate meeting of the Worldpay stockholders will be held to vote on the deal and merger- related matters and a separate proxy statement will be provided to Worldpay stockholders in connection therewith.

The items of business to be put to vote at the the 2019 Annual Meeting include:

  • To elect Lee Adrean, Mark Heimbouch and Gary Lauer as Class I directors;
  • To approve, on an advisory basis, the compensation of the Company’s named executive officers;
  • To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation;
  • To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and
  • To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

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