UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) February 1, 2011

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-11689		94-1499887
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota		55402-3232
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code      612-758-5200               

     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):

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

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

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

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

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

     Fair Isaac Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on February 1, 2011. At the Annual Meeting, of the 39,904,491 shares entitled to vote, 37,878,042 shares were present in person or by proxy. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Item No. 1:		All of the board’s nominees for director were elected by the votes set forth in the table below:

Nominee		For				Against				Abstain				Broker Non-Votes
A. George Battle			32,266,063				1,089,880				440,822				4,081,277
Nicholas F. Graziano			33,252,341				220,976				323,448				4,081,277
Mark N. Greene			33,309,439				205,190				282,136				4,081,277
Alex W. Hart			33,130,139				193,132				473,494				4,081,277
James D. Kirsner			33,109,834				209,739				477,192				4,081,277
William J. Lansing			33,324,558				188,730				283,477				4,081,277
Rahul L. Merchant			33,321,678				221,892				253,195				4,081,277
Margaret L. Taylar			33,256,991				243,562				296,212				4,081,277
Duane E. White			33,271,039				195,654				330,072				4,081,277

Item No. 2:		The stockholders approved, on an advisory (non-binding) basis, the resolution relating to the Company executive officer compensation by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
33,424,873		325,884		46,008		4,081,277

Item No. 3:		The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:

1 Year		2 Year		3 Year		Abstain		Broker Non-Vote
22,558,036		8,574,254		2,598,292		66,183		4,081,277

     In light of the stockholders’ advisory vote in favor of “1 Year” with respect to this Item No. 3, the Company has determined to include a stockholder vote on the compensation of its executives in its proxy materials on an annual basis, until the next stockholder advisory vote on the frequency of stockholder votes on the compensation of executives.

Item No. 4:		The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2011 was ratified by the stockholders, by the votes set forth in the table below:

For		Against		Abstain
37,364,063		492,953		21,026

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:   February 3, 2011