8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

FISERV INC 8-K Report, Material Agreement (Feb 23, 2022)

Filed February 23, 2022For Securities:FISV

Summary

Fiserv, Inc. (FISV) announced a material definitive agreement with ValueAct Capital Management, L.P. ("ValueAct Capital") on February 18, 2022. This agreement primarily focuses on corporate governance changes. Key to this is the expansion of Fiserv's Board of Directors from 11 to 12 members, with the newly created seat filled by Dylan G. Haggart, a Partner at ValueAct Capital. Mr. Haggart's appointment is effective immediately and he will serve until the 2022 Annual Meeting of Shareholders, where he will be nominated for election to a full one-year term. This action reflects a collaboration between Fiserv and ValueAct Capital, a significant shareholder. Additionally, Fiserv's bylaws were amended to accommodate the increased board size and remove outdated post-merger restrictions, signaling a move towards a more streamlined governance structure.

Key Highlights

  • 1Fiserv entered into a Letter Agreement with ValueAct Capital Management, L.P.
  • 2Fiserv's Board of Directors size increased from 11 to 12 members.
  • 3Dylan G. Haggart, Partner at ValueAct Capital, appointed to the Board.
  • 4Mr. Haggart's term expires at the 2022 Annual Meeting; nominated for re-election.
  • 5Fiserv's bylaws were amended to permit the increased board size and remove outdated restrictions.
  • 6Mr. Haggart has prior experience at TPG Capital and Goldman Sachs, and serves on Seagate Technology's board.

Frequently Asked Questions

The main purpose of the agreement is to enhance Fiserv's corporate governance. This includes increasing the size of the Board of Directors and appointing a representative from ValueAct Capital to the Board.

Dylan G. Haggart is a Partner at ValueAct Capital, where he has been since 2013. He has experience as a private equity investor at TPG Capital and as an investment banker at Goldman Sachs. He currently serves on the board of Seagate Technology Holdings plc.

Mr. Haggart will participate in Fiserv's standard non-employee director compensation arrangements and will be eligible for the Non-Employee Director Deferred Compensation Plan. He will also enter into the Company's Non-Employee Director Indemnity Agreement.

Yes, Fiserv's bylaws were amended and restated. The maximum size of the Board was increased to 12 directors, and Article IX, which contained certain restrictions related to the First Data merger, was removed as it is no longer applicable.