FISERV INC true 0000798354 0000798354 2020-10-30 2020-10-30 0000798354 us-gaap:CommonStockMember 2020-10-30 2020-10-30 0000798354 fisv:SeniorNotesDue2023Member 2020-10-30 2020-10-30 0000798354 fisv:SeniorNotesDue2027Member 2020-10-30 2020-10-30 0000798354 fisv:SeniorNotesDue2030Member 2020-10-30 2020-10-30 0000798354 fisv:SeniorNotesDue2025Member 2020-10-30 2020-10-30 0000798354 fisv:SeniorNotesDue2031Member 2020-10-30 2020-10-30









(Amendment No. 1)




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

October 30, 2020



Fiserv, Inc.

(Exact Name of Registrant as Specified in Charter)




Wisconsin   1-38962   39-1506125

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

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





Name of each exchange

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.  ☐




Explanatory Note

Fiserv, Inc. filed a Current Report on Form 8-K on November 2, 2020 (the “Original Form 8-K”) reporting, among other things, under Item 5.02 the appointment of Kevin M. Warren to its board of directors. Because Mr. Warren had not been appointed to serve on any committee of the board of directors at the time the Original Form 8-K was filed, disclosure of the committees of the board directors on which he would serve was not included in accordance with Instruction 2 to Item 5.02. Fiserv, Inc. hereby amends Item 5.02 of the Original Form 8-K to read in its entirety as set forth below.


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2020, the board of directors of Fiserv, Inc. (the “Company”) appointed Kevin M. Warren to the board of directors of the Company. Committee assignments for Mr. Warren have not been determined. On November 18, 2020, the board of directors of the Company appointed Mr. Warren to the nominating and corporate governance committee of the board of directors effective as of January 1, 2021.

Mr. Warren will (i) participate in the Company’s standard non-employee director compensation arrangements set forth on the Non-Employee Director Compensation Schedule filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K filed on February 27, 2020 and (ii) be eligible to participate in the Fiserv, Inc. Non-Employee Director Deferred Compensation Plan filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 1, 2017. In connection with his appointment, Mr. Warren will enter into the Company’s Non-Employee Director Indemnity Agreement, a form of which was filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on February 28, 2008. A description of Fiserv’s non-employee director compensation arrangements can be found in the section titled “Proposal 1. Election of Directors-Director Compensation” in Fiserv’s definitive proxy statement for its 2020 annual meeting of shareholders filed on April 1, 2020 and is incorporated herein by reference.


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.


Date: November 23, 2020     By:  

/s/ Robert W. Hau

      Robert W. Hau
      Chief Financial Officer and Treasurer