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FISERV INC 8-K Report, Bylaw Amendment (May 15, 2020)

Filed May 15, 2020For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on May 15, 2020, primarily detailing outcomes from its annual shareholder meeting held on May 14, 2020, and an amendment to its bylaws. The key event was the shareholder vote on several important matters. All ten director nominees were elected with substantial support, indicating shareholder confidence in the current board. Furthermore, shareholders approved, on an advisory basis, the compensation of named executive officers, demonstrating alignment with executive pay practices. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2020 was also overwhelmingly ratified. Conversely, a shareholder proposal seeking disclosure of political spending was rejected by a majority of votes, signaling that shareholders did not support increased transparency in this area. Additionally, the company's Board of Directors approved an amendment and restatement of its bylaws to update the description of the Board's composition, consistent with a previously announced CEO succession plan. While this bylaw amendment is procedural and reflects internal governance changes, the outcomes of the shareholder votes provide a clear picture of investor sentiment on executive compensation, board leadership, auditor oversight, and corporate political engagement.

Key Highlights

  • 1All ten director nominees were successfully elected to the board, with votes 'For' significantly outweighing 'Votes Withheld' and 'Broker Non-Votes'.
  • 2Shareholders approved, on an advisory basis, the compensation of Fiserv's named executive officers, reflecting support for the company's executive pay practices.
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2020 was ratified by shareholders with a strong majority.
  • 4A shareholder proposal requesting disclosure of political spending was rejected, indicating a lack of majority support for increased transparency in this area.
  • 5The company's Board of Directors amended and restated the company's bylaws to reflect updates in the Board's composition, aligning with a previously announced CEO succession plan.
  • 6The annual shareholder meeting confirmed strong shareholder backing for the board and executive compensation structure, while opting against enhanced political spending disclosure.

Frequently Asked Questions

The main outcomes included the election of all ten director nominees, advisory approval of named executive officer compensation, ratification of Deloitte & Touche LLP as the independent auditor, and the rejection of a shareholder proposal requesting political spending disclosure.

Fiserv's bylaws were amended and restated to update the description of the Board of Directors' composition, consistent with a previously announced Chief Executive Officer succession plan.

Shareholders approved the compensation of named executive officers on an advisory basis with a majority of 'Votes For'. However, there was a notable percentage of 'Votes Against' and 'Broker Non-Votes', suggesting some level of shareholder concern or abstention on compensation matters.

Yes, a shareholder proposal requesting the company provide political spending disclosure was rejected by a majority of votes cast. The 'Votes Against' significantly outnumbered the 'Votes For'.