Summary
This Form 8-K filing by Fiserv, Inc. (FISV) on May 24, 2012, primarily details a significant change in corporate governance: the elimination of its classified board of directors. Following shareholder approval at the annual meeting on May 23, 2012, the company has transitioned to an annually elected board structure, a move designed to enhance director accountability and shareholder responsiveness. This change will be fully implemented by the 2015 annual meeting, with directors elected in 2013, 2014, and 2015 initially serving one-year terms before the entire board stands for annual election. The filing also confirms the outcomes of other shareholder votes held during the annual meeting. These include the election of two directors, the approval of performance goals under the 2007 Omnibus Incentive Plan, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2012. These votes indicate shareholder confidence in the company's leadership and operational oversight.
Key Highlights
- 1Fiserv, Inc. shareholders approved the elimination of the company's classified board of directors at the May 23, 2012 annual meeting.
- 2The company will transition to an annually elected board, with full implementation by the 2015 annual shareholder meeting.
- 3Directors elected in 2013, 2014, and 2015 will serve one-year terms before the entire board is elected annually.
- 4Shareholders re-elected Daniel P. Kearney and Jeffery W. Yabuki as directors, with terms extending to the 2015 annual meeting.
- 5The company's 2007 Omnibus Incentive Plan performance goals were approved by shareholders.
- 6Shareholders provided an advisory vote of approval for the compensation of named executive officers.
- 7Deloitte & Touche LLP was ratified as Fiserv's independent registered public accounting firm for 2012.