Financial Engines, Inc. (NASDAQ:FNGN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March 7, 2017, Financial Engines, Inc. (the Company), in
connection with a registered underwritten public offering of
shares of its common stock (the Offering), entered into an
underwriting agreement (the Underwriting Agreement) with entities
affiliated with Warburg Pincus LLC, named therein (the Selling
Stockholders) and Morgan Stanley Co. LLC (the Underwriter), to
which the Selling Stockholders agreed to sell to the Underwriter
an aggregate of 4,109,128 shares of common stock of the Company.
The Company will not receive any proceeds from the sale of the
common stock by the Selling Stockholders.

A copy of the Underwriting Agreement is contained in Exhibit1.1
hereto, which exhibit is incorporated by reference into this
Item1.01. The above description is qualified in its entirety by
reference to such exhibit.

A copy of the Underwriting Agreement has been included to provide
security holders with information regarding its terms. It is not
intended to provide any other factual information about the
Company or the Selling Stockholders. The representations,
warranties and covenants contained in the Underwriting Agreement
were made solely for purposes of the Offering and as of specific
dates, were solely for the benefit of the parties to the
Underwriting Agreement, may be subject to limitations agreed upon
by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Underwriting
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to security
holders. Security holders are not third-party beneficiaries under
the Underwriting Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Underwriting Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.

The Underwriter and its affiliates are full service financial
institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. The
Underwriter and its affiliates have, from time to time,
performed, and may in the future perform, various financial
advisory and investment banking services for the Company, its
affiliates and the Selling Stockholders, for which they received
or will receive customary fees and expenses. In the ordinary
course of their various business activities, the Underwriter and
its affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for
their own accounts and for the accounts of their customers, and
such investment and securities activities may involve the
Companys securities and/or its instruments. The Underwriter and
its affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend
to clients that they acquire, long and/or short positions in such
securities and instruments.

The Offering closed on March 10, 2017. A copy of the closing
press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. In connection with the
Offering, the Company is filing the opinion of Pillsbury Winthrop
Shaw Pittman LLP as part of this Current Report on Form8-K. The
opinion of Pillsbury Winthrop Shaw Pittman LLP (including the
consent of Pillsbury Winthrop Shaw Pittman LLP) is contained in
Exhibit5.1 hereto, which exhibit is incorporated by reference
into this Item 8.01.

Item9.01 Financial Statements and Other
Exhibits.

(d)Exhibits

About Financial Engines, Inc. (NASDAQ:FNGN)

Financial Engines, Inc. provides independent, technology-enabled portfolio management services, investment advice and retirement income services to participants in employer-sponsored defined contribution plans, such as 401(k) plans. The Company offers personalized plans for saving, investing, and generating retirement income, as well as by providing assessments of retirement income needs and readiness. It uses its advice technology platform to provide its services to millions of retirement plan participants. Its target over three constituencies in the retirement plan market, including plan participants (employees of companies offering 401(k) plans), plan sponsors (employers offering 401(k) plans to their employees) and plan providers (companies providing administrative services to plan sponsors). It offers Financial Engines Income+, which prepares a portfolio to generate income in retirement, and calculates and facilitates the payment of steady recurring payouts throughout retirement.

Financial Engines, Inc. (NASDAQ:FNGN) Recent Trading Information

Financial Engines, Inc. (NASDAQ:FNGN) closed its last trading session 00.00 at 41.50 with 581,734 shares trading hands.