8-KShareholder MattersExhibits & Filings

FISERV INC 8-K Report, Shareholder Vote Results (May 24, 2018)

Filed May 24, 2018For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on May 24, 2018, detailing the results of its annual shareholder meeting held on May 23, 2018. The primary focus of the filing is the outcome of shareholder votes on several key corporate governance matters. Notably, all ten director nominees were elected with strong support, indicating shareholder confidence in the current board leadership. Additionally, shareholders approved the material terms of performance goals under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan, aligning executive compensation with company performance. The advisory vote to approve named executive officer compensation also passed with significant backing, demonstrating shareholder approval of the company's pay practices. Furthermore, shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018, a routine but important procedural vote for financial oversight. In contrast, a shareholder proposal requesting confidential voting on executive pay was overwhelmingly rejected, suggesting a lack of support for such a measure among the majority of shareholders. Overall, the meeting outcomes reflect broad shareholder endorsement of the company's governance and compensation structures, with the exception of the rejected confidential voting proposal.

Key Highlights

  • 1All ten nominated directors were elected by a significant majority, indicating shareholder confidence in the board's leadership and strategy.
  • 2Shareholders approved the material terms of performance goals under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan, ensuring alignment between executive pay and company performance.
  • 3An advisory vote to approve the compensation of named executive officers received strong shareholder support, reflecting satisfaction with the company's executive pay practices.
  • 4The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2018 was ratified by shareholders, a standard procedural vote for audit oversight.
  • 5A shareholder proposal advocating for confidential voting on executive pay was overwhelmingly rejected, indicating a lack of support for this specific governance change.
  • 6A substantial number of broker non-votes (42,398,526) were recorded across multiple proposals, which is common in large publicly traded companies where shares may be held in 'street name'.

Frequently Asked Questions

The outcomes were largely as expected, with strong support for director elections, executive compensation, and auditor ratification. The most notable outcome was the significant rejection of the shareholder proposal for confidential voting on executive pay, indicating a lack of broad shareholder consensus on this particular governance change.

Broker non-votes occur when a broker holding shares on behalf of a client does not have discretionary voting authority and has not received voting instructions from the client. While these votes are not counted for or against a proposal, a high number can sometimes indicate a significant portion of shares held by beneficial owners who are not actively engaged in voting or are not aligned with management's recommendations.

The approval of material terms of performance goals under the incentive plan is crucial because it allows for the potential payout of performance-based compensation to executives. It signifies that shareholders agree with the metrics and targets set by the company for rewarding executive performance, thereby aligning executive interests with shareholder value creation.

An advisory vote on executive compensation, often referred to as 'Say-on-Pay,' gives shareholders an opportunity to express their opinion on the compensation of the company's named executive officers. While the vote is non-binding, meaning the board is not legally required to take action, it serves as an important indicator of shareholder sentiment. A strong negative vote could prompt the board to review and adjust compensation practices.