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):
March 3, 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> <br>Symbol(s) | Name of each exchange<br> <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 8.01. | Other Events. |
|---|
On March 3, 2022, Fiserv, Inc. (the “Company”) issued a press release announcing the appointment of Frank Bisignano as Chairman of the Board and Doyle Simons as lead independent director, each effective upon re-election at the Company’s 2022 annual meeting of shareholders (the “Annual Meeting”). The company also announced that certain directors had not been nominated for re-election at the Annual Meeting and will accordingly retire from the Board after the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit<br> <br>Number | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 3, 2022 | By: | /s/ Robert W. Hau |
| Robert W. Hau | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
| Media Relations: | Investor Relations: |
|---|---|
| Britt Zarling | Shub Mukherjee |
| Corporate Communications | Investor Relations |
| Fiserv, Inc. | Fiserv, Inc. |
| + 1<br>414-526-3107 | + 212-266-3565 |
| britt.zarling@fiserv.com | shub.mukherjee@fiserv.com |
Fiserv Board Elects CEO Frank Bisignano as Chairman and Doyle Simons as Lead Independent Director
Denis J. O’Leary, Current Chairman, Dennis F. Lynch and Scott Nuttall to Retire from the Board After the Company’s Next AnnualMeeting
BROOKFIELD, Wis., March 3, 2022 – Fiserv, Inc. (NASDAQ: FISV), a leading global provider of payments and financial services technology, today announced that its Board of Directors elected Frank Bisignano, President and Chief Executive Officer and current director of Fiserv, as Chairman of the Board. The Board also elected Doyle Simons, a current director, to serve as lead independent director. Both appointments will be effective upon reelection at the Fiserv Annual Shareholders Meeting on May 18, 2022.
The Company also announced that Denis O’Leary, current Chairman of the Board, and Dennis Lynch and Scott Nuttall, current directors, will retire from the Board effective after the Company’s 2022 Annual Shareholders Meeting.
“Frank has demonstrated exceptional leadership at Fiserv since his appointment as CEO in 2020, and has built an extremely talented team,” said Denis O’Leary, Chairman of the Board. “The Board has determined this is the right time for Frank to assume the Chairman role to lead the next phase of the Company’s innovative transformation and integrated growth strategy.”
“On behalf of the entire Board and management team, I would like to thank Denis O’Leary, Dennis Lynch, and Scott Nuttall for their years of service to Fiserv,” said Bisignano. “We are grateful for their valuable insights, guidance and tireless dedication to advancing our Company for the benefit of all our stakeholders during their tenure.”
In a world moving faster than ever before, Fiserv helps clients deliver solutions in step with the way people live and work today – financial services at the speed of life. Learn more at fiserv.com.
About Fiserv
Fiserv, Inc. (NASDAQ: FISV) aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover^®^ cloud- based point-of-sale and business management platform. Fiserv is a member of the S&P 500^®^ Index and the FORTUNE^®^ 500, and has been recognized as one of the FORTUNE World’s Most Admired Companies^®^ for 11 of the past 14 years. Visit fiserv.com and follow on social media for more information and the latest company news.