Summary
This Form 8-K filing by Fiserv, Inc. (FISV) reports on key outcomes from its annual shareholder meeting held on May 22, 2013. The most significant event for investors is the shareholder approval of the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan. This plan was amended to increase the number of shares available by 10 million and, importantly, to modify the definition of 'change of control' to ensure equity award vesting acceleration only occurs if a change in control actually transpires, rather than on a mere triggering event. Additionally, the filing details the results of several other shareholder votes, including the election of five directors, an advisory vote to approve named executive officer compensation, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2013, and the rejection of a shareholder proposal regarding executive stock retention. These votes reflect shareholder sentiment on corporate governance, executive compensation, and auditor oversight.
Key Highlights
- 1Shareholders approved the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan.
- 2The Incentive Plan was amended to increase the share pool by 10 million shares.
- 3A key modification to the Incentive Plan ensures equity award vesting acceleration only upon an actual 'change of control'.
- 4Five directors were elected to serve until the 2014 annual shareholder meeting.
- 5Shareholders approved, on an advisory basis, the compensation of Fiserv's named executive officers.
- 6Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2013.
- 7A shareholder proposal concerning executive stock retention was rejected by a significant margin.