8-KLeadership ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Dec 23, 2008)

Filed December 23, 2008For Securities:FISV

Summary

Fiserv Inc. (FISV) filed an 8-K on December 23, 2008, reporting amendments to key executive employment and severance agreements, driven by the need to comply with Section 409A of the Internal Revenue Code. These amendments primarily address the timing of severance payments and benefits for "specified employees" in the event of a qualifying termination following a change in control, introducing a mandatory six-month delay for certain payments. The company has updated its Key Executive Employment and Severance Agreements (KEESAs) and individual Employment Agreements for named executive officers, including the CEO and CFO. While the total amounts payable under these agreements have not increased, the revisions focus on aligning with new tax regulations. Specific changes include clarifying definitions related to severance compensation and the continuation of benefits, ensuring compliance and mitigating potential tax penalties for both the executives and the company.

Key Highlights

  • 1Fiserv amended Key Executive Employment and Severance Agreements (KEESAs) for named executive officers to comply with Section 409A of the Internal Revenue Code.
  • 2The amendments require a six-month delay for post-termination payments and benefits for "specified employees" upon a qualifying termination after a change in control, excluding taxes.
  • 3Amended Employment Agreements for Jeffery W. Yabuki (CEO) and Thomas W. Warsop III have also been updated for Section 409A compliance.
  • 4Mr. Warsop's severance payment will shift from monthly installments to a lump sum after the six-month delay period.
  • 5Mr. Yabuki's agreement clarifies the treatment of excise tax gross-up payments, also subject to a potential six-month delay.
  • 6These amendments do not increase the total compensation or severance amounts payable to the executives.
  • 7The filing includes references to the detailed Amended KEESAs and Employment Agreements as exhibits.

Frequently Asked Questions

Fiserv amended its executive employment and severance agreements to comply with Section 409A of the Internal Revenue Code, which imposes new regulations on non-qualified deferred compensation plans.

The primary impact is the introduction of a mandatory six-month delay for certain post-termination payments and benefits for "specified employees" if they experience a qualifying termination following a change in control. This is to ensure compliance with Section 409A and avoid penalties.

No, the filing explicitly states that these amendments do not increase the total amounts payable to the named executive officers in connection with a change in control or a subsequent qualifying termination compared to the previous agreements.

Yes, the CEO (Jeffery W. Yabuki) and another senior executive (Thomas W. Warsop III) have amended employment agreements that include provisions for the Section 409A compliance, such as the six-month delay on payments and specific handling of excise tax gross-ups for Mr. Yabuki.