8-KLeadership ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Apr 1, 2016)

Filed April 1, 2016For Securities:FISV

Summary

This Form 8-K filing by Fiserv, Inc. (FISV) on April 1, 2016, primarily concerns amendments to the employment agreements of its President and CEO, Jeffery W. Yabuki. The amendments aim to retain and further incentivize Mr. Yabuki, recognizing his contributions to the company's strategy and value creation. Key changes include extending his tenure with a minimum three-year term and automatic one-year renewals, modifying severance provisions, and outlining a significant long-term incentive compensation package. This package includes a substantial minimum annual grant value for equity awards and performance share units tied to specific revenue growth and talent development goals, underscoring the company's commitment to his continued leadership and strategic execution.

Key Highlights

  • 1Fiserv, Inc. amended employment agreements for its President and CEO, Jeffery W. Yabuki, on March 29, 2016.
  • 2Mr. Yabuki's employment term is extended with a minimum of three years, followed by automatic one-year renewals.
  • 3Excise tax gross-up provisions were eliminated from his existing agreements.
  • 4Target and maximum annual cash incentive payments remain at 175% and 350% of base salary, respectively.
  • 5Mr. Yabuki is eligible for annual long-term incentive grants with a minimum grant date fair value of $8 million.
  • 6Severance payout upon termination by the company (without cause) or resignation for good reason increases to five and one-half times current base salary.
  • 7A grant of performance share units valued at approximately $12 million was awarded, with vesting tied to revenue growth and talent development goals over a three-year period.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce amendments to the employment agreements of Fiserv's President and CEO, Jeffery W. Yabuki. These amendments are designed to ensure his continued leadership and to incentivize his performance by adjusting compensation and severance terms.

Key changes include an extended employment term, an increase in severance payout multiples, eligibility for significant annual long-term incentive grants (minimum $8 million fair value), and a new $12 million performance share unit grant tied to specific company goals. Notably, excise tax gross-up provisions were removed.

Fiserv aims to retain Mr. Yabuki through a combination of a guaranteed employment term, substantial equity-based incentives designed to reward long-term performance and value creation, and enhanced severance provisions that provide financial security in certain termination scenarios.

The performance share units have a three-year performance period and are contingent on Fiserv achieving specified internal revenue growth and talent development goals. A threshold level of adjusted income from continuing operations over the performance period must also be attained for vesting.