8-KShareholder Matters

FISERV INC 8-K Report, Shareholder Vote Results (May 17, 2024)

Filed May 17, 2024For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on May 17, 2024, detailing the results of its annual meeting of shareholders held on May 15, 2024. The primary focus of the filing is the voting outcomes on several key corporate matters. Shareholders overwhelmingly re-elected all ten nominated directors, indicating strong support for the current board's leadership and strategy. This stable governance is a positive signal for investors concerned about leadership continuity. Furthermore, the company achieved shareholder approval, on an advisory basis, for the compensation of its named executive officers. While the "Votes For" significantly outnumbered "Votes Against," the level of opposition warrants attention. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024 was also overwhelmingly ratified, reinforcing confidence in the company's financial oversight and reporting.

Key Highlights

  • 1All ten nominated directors were re-elected to the board, demonstrating shareholder confidence in the current leadership.
  • 2Shareholders approved, on an advisory basis, the compensation of the company's named executive officers with a substantial majority of "For" votes.
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024 was overwhelmingly ratified.
  • 4The election of directors showed strong support, with most directors receiving well over 400 million "For" votes.
  • 5The advisory vote on executive compensation, while approved, had a notable number of "Against" votes (44.6 million), which may be a point of discussion for future compensation practices.
  • 6Broker non-votes were consistent across all director elections and the executive compensation vote, indicating a standard level of non-voting shares held by brokers.

Frequently Asked Questions

The main outcomes were the re-election of all ten nominated directors, the advisory approval of named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for 2024.

While all proposals passed, the advisory vote on executive compensation saw approximately 44.6 million "Against" votes, which is a notable level of opposition, though still a clear majority "For".

The filing provides vote counts for "Votes For," "Votes Withheld," "Abstentions," and "Broker Non-Votes." For the election of directors, the total votes cast for directors ranged from approximately 471.5 million to 504.3 million. For executive compensation, the total votes cast were approximately 500.4 million. For the auditor ratification, the total votes cast were approximately 536.1 million. Broker non-votes were consistently around 36.7 million for director elections and executive compensation, and approximately 0.6 million abstentions for auditor ratification.

Broker non-votes represent shares held in "street name" by brokers or other nominees that did not vote on a particular proposal because the broker did not receive voting instructions from the beneficial owner. These votes are typically not counted as votes cast for or against a proposal, but their presence can affect the quorum needed for the meeting and, in some cases, the outcome of votes where a majority of outstanding shares is required.