8-KLeadership ChangesCorporate ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Nov 21, 2022)

Filed November 21, 2022For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on November 21, 2022, detailing two key corporate governance changes. The first pertains to executive officer severance arrangements, introducing a policy that requires an advisory shareholder vote if new severance agreements for executive officers exceed 2.99 times their combined base salary and target bonus. This move aims to provide shareholders with a say on significant executive compensation packages, enhancing transparency and accountability. The second update concerns amendments to the company's bylaws, primarily to align with new SEC universal proxy rules and modernize certain procedural aspects of shareholder meetings and board operations. These changes reflect Fiserv's commitment to good governance and adapting to evolving regulatory landscapes.

Key Highlights

  • 1Introduction of an Executive Officer Cash Severance Policy requiring an advisory shareholder vote for severance packages exceeding 2.99x base salary + target bonus.
  • 2Bylaws amended to comply with SEC's new universal proxy rules (Rule 14a-19).
  • 3Procedural updates to meeting adjournment provisions in the bylaws.
  • 4Gender-neutral language update ('chairman' to 'chair') in the bylaws.
  • 5Minor administrative updates to bylaws concerning company offices, committees, and director compensation references.
  • 6Filings demonstrate proactive adaptation to regulatory changes and enhanced shareholder oversight mechanisms.

Frequently Asked Questions

The new policy mandates that Fiserv, Inc. will include an advisory vote for shareholders to approve any new executive officer severance or separation agreements that provide for cash severance benefits exceeding 2.99 times the executive's base salary plus target bonus. This aims to give shareholders a voice in significant executive severance packages.

The bylaws were amended to comply with new SEC universal proxy rules (Rule 14a-19), which are designed to modernize proxy solicitations. Additionally, the amendments updated meeting adjournment procedures, changed references from 'chairman' to 'chair' for gender neutrality, and made minor adjustments to provisions related to company offices, committees, and director compensation.

The 8-K filing indicates that the Board of Directors adopted the severance policy and approved the bylaw amendments on November 16, 2022. The full implications and implementation details would be found in the referenced exhibits and are subject to company procedures.

The new severance policy provides shareholders with an advisory vote on substantial executive severance packages, increasing transparency and accountability. The bylaw amendments ensure compliance with regulatory requirements and streamline certain corporate governance processes, contributing to overall good corporate citizenship.