8-K
FISERV INC (FISV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 18, 2022
Fiserv, Inc.
(Exact Name of Registrant as Specified in Charter)
| Wisconsin | 1-38962 | 39-1506125 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 255 Fiserv Drive, Brookfield, Wisconsin 53045 | ||
| --- | ||
| (Address of Principal Executive Offices, Including Zip Code) |
(262) 879-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | FISV | The NASDAQ Stock Market LLC |
| 0.375% Senior Notes due 2023 | FISV23 | The NASDAQ Stock Market LLC |
| 1.125% Senior Notes due 2027 | FISV27 | The NASDAQ Stock Market LLC |
| 1.625% Senior Notes due 2030 | FISV30 | The NASDAQ Stock Market LLC |
| 2.250% Senior Notes due 2025 | FISV25 | The NASDAQ Stock Market LLC |
| 3.000% Senior Notes due 2031 | FISV31 | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
Fiserv, Inc. (the “Company”) held its annual meeting of shareholders on May 18, 2022. At that meeting, the Company’s shareholders voted on four matters as follows:
Election of Directors
The Company’s shareholders elected nine directors to serve until the next annual meeting of shareholders and until each of their successors is elected and qualified by the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|
| Frank J. Bisignano | 527,938,055 | 26,421,905 | 38,867,488 | |||
| Alison Davis | 532,032,322 | 22,327,638 | 38,867,488 | |||
| Henrique de Castro | 539,490,025 | 14,869,935 | 38,867,488 | |||
| Harry F. DiSimone | 536,104,416 | 18,255,544 | 38,867,488 | |||
| Dylan G. Haggart | 552,635,590 | 1,724,370 | 38,867,488 | |||
| Wafaa Mamilli | 552,748,360 | 1,611,600 | 38,867,488 | |||
| Heidi G. Miller | 550,779,942 | 3,580,018 | 38,867,488 | |||
| Doyle R. Simons | 512,540,764 | 41,819,196 | 38,867,488 | |||
| Kevin M. Warren | 532,089,881 | 22,270,079 | 38,867,488 |
Advisory Vote to Approve Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in its 2022 proxy statement by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 487,328,214 | 63,953,368 | 3,078,378 | 38,867,488 |
Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, by the following votes:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 558,274,840 | 34,380,182 | 572,426 |
Shareholder Proposal Requesting Shareholder Approval of Senior Manager Severance and Termination Payments
The Company’s shareholders approved a shareholder proposal requesting the board seek shareholder approval of senior manager severance and termination payments by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 280,816,645 | 272,826,480 | 716,835 | 38,867,488 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISERV, INC. | ||
|---|---|---|
| Date: May 20, 2022 | By: | /s/ Robert W. Hau |
| Robert W. Hau | ||
| Chief Financial Officer |