8-KLeadership Changes

FISERV INC 8-K Report, Executive Changes (Nov 24, 2008)

Filed November 24, 2008For Securities:FISV

Summary

This Form 8-K filing from Fiserv, Inc. (FISV) on November 24, 2008, primarily details amendments made to the company's Stock Option and Restricted Stock Plan and related stock option agreements. The key objective of these amendments is to ensure compliance with Section 409A of the Internal Revenue Code, which governs nonqualified deferred compensation. Although no new awards are being made under the original plan, these changes are crucial for ensuring that existing outstanding awards held by named executive officers, including Messrs. Yabuki, Hirsch, Neill, and Warsop, remain compliant and are exempt from Section 409A. The amendments also introduce important clarifications regarding stock option repricing and treatment in the event of a change in control. Specifically, stock options will not be repriced or replaced by lowering the exercise price, except under specific circumstances like stock splits or shareholder-approved cancellations and re-grants. In a change of control scenario, stock options may be cashed out based on the difference between the transaction price and the original exercise price. These provisions aim to protect shareholder value and provide clarity on executive compensation mechanics.

Key Highlights

  • 1Fiserv, Inc. amended its Stock Option and Restricted Stock Plan and stock option agreements to comply with Section 409A of the Internal Revenue Code.
  • 2The amendments are specifically to ensure currently outstanding awards under the plan are exempt from Section 409A.
  • 3Named executive officers, including Messrs. Yabuki, Hirsch, Neill, and Warsop, hold outstanding awards affected by these changes.
  • 4The Plan Amendment clarifies that stock options will not be repriced or replaced by lowering the exercise price, with limited exceptions.
  • 5Exceptions to the repricing prohibition include adjustments for stock splits and shareholder-approved cancellation and re-grant arrangements.
  • 6In the event of a change in control, stock options may be cashed out at the difference between the change in control transaction price and the exercise price.
  • 7The filing also includes the exhibits detailing the Plan Amendment and the Stock Option Agreement Amendment.

Frequently Asked Questions

Fiserv amended its Stock Option and Restricted Stock Plan and related stock option agreements to comply with Section 409A of the Internal Revenue Code, which governs nonqualified deferred compensation. The goal was to ensure that outstanding awards remain exempt from Section 409A.

The amendments primarily affect individuals who hold outstanding stock options or restricted stock awards under the Fiserv, Inc. Stock Option and Restricted Stock Plan. Specifically mentioned are named executive officers, including Messrs. Yabuki, Hirsch, Neill, and Warsop.

The amendments clarify that stock options issued under the plan will not be repriced or replaced by lowering the exercise price. Exceptions are made for adjustments related to events like stock splits or for cancellations and re-grants that are approved by shareholders in advance.

In the event of a change in control of the Company, the amended stock option agreements provide that a stock option may be cashed out. The payout amount would be equal to the difference between the highest price paid in a bona fide change in control transaction and the original exercise price of the stock option.