8-KCorporate ChangesExhibits & Filings

FISERV INC 8-K Report, Bylaw Amendment (Dec 3, 2008)

Filed December 3, 2008For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K report on December 3, 2008, to disclose amendments to its by-laws, effective November 28, 2008. These changes primarily focus on enhancing corporate governance procedures related to shareholder proposals and director nominations. The amendments aim to provide greater clarity and structure to the process by which shareholders can nominate directors or introduce business at company meetings. Key among these changes is the formalization of the advance notice process as the exclusive mechanism for shareholders to propose nominees or submit other business, with specific exceptions for matters under Rule 14a-8. Furthermore, the by-laws now require shareholders to disclose a broader range of information, including ownership interests and any arrangements or relationships that could influence their proposals. These updates are designed to ensure a more transparent and efficient process for shareholder engagement while also clarifying director election procedures in contested scenarios.

Key Highlights

  • 1Fiserv amended and restated its by-laws on November 28, 2008.
  • 2The amended by-laws establish the advance notice process as the exclusive method for shareholder nominations or business proposals, except for matters under Rule 14a-8.
  • 3Shareholders must now disclose more extensive ownership information when making proposals.
  • 4Expanded disclosure requirements include arrangements or relationships with proposed nominees and interests in non-nomination proposals.
  • 5The by-laws clarify the election process for directors, stating that each director will be elected by a plurality of votes cast in a contested election.
  • 6These changes are intended to enhance corporate governance and shareholder engagement processes.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail the amendments made to Fiserv's by-laws, which were adopted by the Board of Directors on November 28, 2008. These amendments primarily concern the procedures for shareholder proposals and director nominations.

The amended by-laws clarify that the advance notice process is now the exclusive way for shareholders to propose director nominees. This process requires shareholders to provide more comprehensive information, including details about their ownership interests and any relationships with the proposed nominee.

Shareholders must now disclose all ownership interests in Fiserv, any arrangements or relationships with a shareholder-proposed nominee, and any interest in a proposal other than board nominations. This aims to provide greater transparency regarding the shareholder's motives and potential conflicts.

The by-laws clarify that in the event of a contested election for directors, each director will be elected by a plurality of the votes cast, irrespective of whether the contested nature of the election persists until the meeting date. This provides a clear voting standard for such scenarios.