SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Fiserv, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
[LOGO]
255 Fiserv Drive
Brookfield, Wisconsin 53045
February 27, 2001
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Fiserv, Inc. (the "Company"), to be held at the Company's corporate offices at
10:00 a.m., Central Standard Time, Thursday, March 29, 2001, in the Company's
Education Center located on the second floor.
Information about the meeting and the matters on which shareholders will act is
set forth in the accompanying Notice of Meeting and Proxy Statement. Following
action on these matters, management will present a current report on the
activities of the Company. At the meeting, we will welcome your comments on or
inquiries about the business of the Company that would be of interest to
shareholders generally.
At your earliest convenience, please review the information on the business to
come before the meeting.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the Annual
Meeting in person. Whether or not you plan to attend the meeting, please mark,
sign and return your Proxy Card promptly in the enclosed envelope which requires
no postage if mailed in the United States. This will not prevent you from voting
in person, but will ensure that your vote is counted if you are unable to
attend.
Thank you for your prompt attention.
Sincerely,
/s/ Leslie M. Muma
Leslie M. Muma
President and Chief Executive Officer
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 29, 2001
To the Shareholders of Fiserv, Inc.:
The Annual Meeting of Shareholders of Fiserv, Inc. (the "Company") will be held
at the Corporate Offices on Thursday, March 29, 2001, at 10:00 a.m., Central
Standard Time, for the following purposes, all of which are set forth more
completely in the accompanying Proxy Statement:
1. To elect two Directors to serve for a three-year term expiring in
2004, and in each case until their successors are elected and
qualified;
2. To approve the Fiserv, Inc. Executive Incentive Compensation Plan;
3. To approve the appointment of Deloitte & Touche LLP, Milwaukee,
Wisconsin, as independent auditors of the Company and its subsidiaries
for the fiscal year ending December 31, 2001; and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 12, 2001, as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting and at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
By Order of the Board of Directors
/s/ Charles W. Sprague
Charles W. Sprague
Secretary
February 27, 2001
Your vote is important. The Proxy Statement is included with this notice. To
vote your shares, please mark, sign, date and return your Proxy Card as soon as
possible. A return envelope is enclosed for your convenience. Shareholders
attending the meeting may withdraw their proxies at any time prior to the
exercise thereof as further described herein.
PROXY STATEMENT
Solicitation of Proxies
This Proxy Statement is being mailed on or about February 27, 2001, to the
holders of record as of February 12, 2001, of common stock ("Common Stock") of
Fiserv, Inc. (the "Company") in connection with the solicitation by the Board of
Directors of proxies for the Annual Meeting of Shareholders (the "Annual
Meeting"). The Annual Meeting will be held at the Company's offices, 255 Fiserv
Drive, Brookfield, Wisconsin 53045, at 10:00 a.m., Central Standard Time, on
March 29, 2001, and at any and all adjournments or postponements thereof. Any
shareholder appointing a Proxy has the power to revoke it at any time before it
is exercised by (i) filing with the Secretary written notice thereof (Charles W.
Sprague, Executive Vice President, General Counsel, Secretary and Chief
Administrative Officer, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin
53045); (ii) appointing a new Proxy; or (iii) appearing at the Annual Meeting
and giving the Secretary notice of his or her intention to vote in person.
The cost of solicitation of proxies by mail on behalf of the Board of Directors
will be borne by the Company. Proxies also may be solicited by personal
interview or by telephone, in addition to the use of the mail, by Directors,
officers and regular employees of the Company, without additional compensation
therefor. The Company also has made arrangements with brokerage firms, banks,
nominees and other fiduciaries to forward Proxy solicitation materials for
shares of Common Stock held of record to the beneficial owners of such shares.
The Company will reimburse such holders for their reasonable out-of-pocket
expenses.
Proxies solicited hereby will be returned to the Board of Directors, and will be
tabulated by inspectors of election designated by the Board of Directors, who
will not be employees or Directors of the Company, or any of its affiliates.
Purposes of Annual Meeting
The Annual Meeting has been called for the purposes of: (i) electing two
Directors to serve for a three-year term expiring in 2004; (ii) approving the
Fiserv, Inc. Executive Incentive Compensation Plan; (iii) approving the
appointment of Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent
auditors of the Company and its subsidiaries for the fiscal year ending December
31, 2001; and (iv) transacting such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.
The persons named as proxies in the enclosed Proxy have been selected by the
Board of Directors and will vote shares represented by valid proxies. They have
indicated that, unless otherwise specified in the Proxy, they intend to vote:
(i) to elect as Directors the nominees noted herein; (ii) for approval of the
Fiserv, Inc. Executive Incentive Compensation Plan; and (iii) for approval of
the appointment of Deloitte & Touche LLP, Milwaukee, Wisconsin, as the
independent auditors of the Company and its subsidiaries for the fiscal year
ending December 31, 2001. The Board of Directors has no reason to believe that
any of the nominees will be unable to serve as a Director. In the event,
however, of the death or unavailability of any nominee or nominees, the Proxy to
vote in favor of the election of such nominee or nominees will be voted for such
other person as the Board of Directors may recommend.
The Company has no knowledge of any other matters to be presented at the Annual
Meeting. In the event other matters are properly brought before the Annual
Meeting or any adjournments or
1
postponements thereof, the persons named in the Proxy will vote in accordance
with their best judgment on such matters.
Voting Securities
The Board of Directors has fixed the close of business on February 12, 2001, as
the record date (the "Voting Record Date") for determining shareholders entitled
to notice of and to vote at the Annual Meeting. On the Voting Record Date, there
were 124,066,596 shares of Common Stock outstanding and entitled to vote, and
the Company had no other class of securities outstanding. All of these shares
are to be voted as a single class, and each holder is entitled to one vote for
each share held of record on all matters submitted to a vote of shareholders.
The presence, in person or by Proxy, of at least a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting, shall constitute
a quorum for the transaction of business. A quorum being present, all matters,
other than the election of Directors, shall require the affirmative vote of a
majority of the total votes cast in person or by Proxy in order to be approved.
Directors will be elected by a plurality of votes cast at the Annual Meeting.
Abstentions will be included in the determination of shares present and voting
for purposes of determining whether a quorum exists. Broker non-votes will not
be so included. Neither abstentions nor broker non-votes are counted in
determining whether a proposal has been approved. The Company will vote shares
for participants of the 401(k) Savings Plan of Fiserv, Inc. and its
Participating Subsidiaries, who fail to give timely directions as to the voting
of shares held in their participant accounts, in the same proportion as it votes
the shares for which the Company receives directions. In the event there are not
sufficient votes for a quorum or to approve or ratify any proposal at the time
of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order
to permit the further solicitation of proxies.
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth information with respect to the beneficial
ownership of Common Stock as of December 31, 2000 (except as otherwise noted
below) by: (i) each shareholder known to the Company to own beneficially more
than 5% of the shares of Common Stock outstanding, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "Commission"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) each Director and Director nominee of the Company; (iii) each of the
executive officers of the Company appearing in the Summary Compensation Table on
page 9; and (iv) all Directors and executive officers as a group. Except as
otherwise indicated, persons listed have sole voting and investment power over
shares beneficially owned.
The following table sets forth information as reported to the Commission as of
December 31, 2000, with respect to each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock.
Name and Address Amount of
of Beneficial Owner Beneficial Ownership Percent of Class
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AIM Management Group Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046........... 9,098,355 7.4%
2
The following table sets forth information furnished to the Company as of
December 31, 2000, with respect to the beneficial ownership of the Company's
Common Stock by each Director and nominee, certain named executive officers and
by all Directors and executive officers as a group.
Number of Shares of
Common Stock
Name Beneficially Owned/(1)(2)/ Percent of Class
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Leslie M. Muma...................... 1,378,118 1.1%
Donald F. Dillon.................... 4,592,095 3.7%
Kenneth R. Jensen................... 1,096,394 *
Norman J. Balthasar................. 488,422 *
Dean C. Schmelzer................... 243,048 *
George D. Dalton.................... 1,653,813 1.3%
Daniel P. Kearney................... 493 *
Gerald J. Levy...................... 144,556 *
L. William Seidman.................. 86,951 *
Thekla R. Shackelford............... 43,720 *
All Directors and executive
officers as a group (15 persons).... 10,852,023 8.8%
* Amount represents less than 1% of the total number of shares of Common
Stock outstanding on December 31, 2000.
(1) Unless otherwise indicated, includes shares of Common Stock held directly
by the individuals as well as by members of such individuals' immediate
family who share the same household, shares held in trust and other
indirect forms of ownership over which shares the individuals exercise sole
or shared voting and/or investment power. Each person on the above table
disclaims beneficial ownership of shares owned by his or her spouse, minor
children or other relatives.
(2) Includes shares of Common Stock, which, as of December 31, 2000, were
subject to outstanding stock options exercisable currently or within 60
days as follows: Mr. Muma - 1,012,205; Mr. Dillon - 412,110; Mr. Jensen -
777,748; Mr. Balthasar - 264,325; Mr. Schmelzer - 242,211; Mr. Dalton -
1,123,054; Mr. Kearney - 493; Mr. Levy - 90,664; Mr. Seidman - 82,451;
Ms. Shackelford - 41,470; and all Directors and executive officers as a
group - 4,696,412.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Matter 1. Election of Directors
The following is a summary of certain information concerning the nominees for
Director and continuing Directors of the Company. There are no family
relationships among any of the Directors and/or executive officers of the
Company. No person being nominated as a Director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
Nominees for three-year term expiring in 2004:
Kenneth R. Jensen (age 57) has been Executive Vice President, Chief Financial
Officer, Treasurer, Assistant Secretary and a Director of the Company since it
was established in 1984. He became Senior Executive Vice President of the
Company in 1986. In 1983, Mr. Jensen was Chief Financial Officer of SunGard Data
Systems, Inc., a computer services company. From 1968 to 1982, Mr. Jensen was a
founder and Chief Financial Officer of Catallactics Corporation, a financial
services company, and from 1974 to 1980, also was Chief Financial Officer of
Market Research Corporation of America. Mr. Jensen has over 35 years of
experience in the data processing industry. He also serves as a Director of
Alliance Data Systems Corporation (credit card processing), Dallas, Texas.
3
Principal Occupation: Senior Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company.
Thekla R. Shackelford (age 66) was appointed a Director of the Company in 1994.
Ms. Shackelford is an Educational Consultant and served as President of the
National Professional Association for Education Consultants from 1987 to 1988.
Prior to 1987, she was Director of Development of the Buckeye Boys Ranch located
in Columbus, Ohio. She currently is serving as Chairman of the I KNOW I CAN and
Project GRAD boards in Columbus, Ohio, and on the Boards of the Ohio State
University Foundation and Franklin University. She is a Director of Wendy's
International, Inc. (restaurants), Columbus, Ohio. Ms. Shackelford is the
recipient of numerous awards for community service and educational achievements.
Principal Occupation: Educational Consultant.
The affirmative vote of a plurality of the votes cast is required for the
election of Directors. Unless otherwise specified, the shares of Common Stock
represented by the proxies solicited hereby will be voted in favor of the
above-described nominees.
The Board of Directors recommends that you vote FOR the election of the nominees
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for Director.
Information With Respect to Continuing Directors
Continuing terms expiring in 2002:
Donald F. Dillon (age 60) has been Chairman of the Board of Directors since July
2000. Mr. Dillon served as Vice Chairman of the Board of Directors from May 1995
to June 2000. In 1976, Mr. Dillon and an associate founded Information
Technology, Inc. ("ITI"), a software company, which has grown to become a
leading national provider of banking software and services. ITI was acquired by
the Company in May 1995, and Mr. Dillon continues in his position as Chairman of
ITI. From 1966 to 1976, Mr. Dillon was with the National Bank of Commerce,
Lincoln, Nebraska, and served most recently as Senior Vice President -
Information Management Division. Mr. Dillon has over 30 years of experience in
the financial and data processing industries. He also serves as Vice Chairman
and Secretary of the Board of Trustees and Executive Committee Member for Doane
College in Crete, Nebraska, and is a member of the Board of Trustees for the
University of Nebraska and a member of the University of Nebraska's Directors
Club. Principal Occupation: Chairman of the Board of Directors of the Company
and Chairman of ITI.
Gerald J. Levy (age 68) has been a Director of the Company since 1986. He is
known nationally for his involvement in various financial industry
organizations. Mr. Levy is a past Director and Chairman of the United States
League of Savings Institutions, and served as Chairman of its Government Affairs
Policy Committee. Since 1959, Mr. Levy has served Guaranty Bank, S.S.B.,
Milwaukee, Wisconsin, in various capacities, including Chief Executive Officer
from 1973 to the present. He also serves as a Director of Guaranty Bank, S.S.B.
and Guaranty Financial M.H.C., the holding company of Guaranty Bank, S.S.B.,
both in Milwaukee, Wisconsin, and Republic Mortgage Insurance Company,
Winston-Salem, North Carolina. Principal Occupation: Chief Executive Officer of
Guaranty Bank, S.S.B.
Leslie M. Muma (age 56) has been a Director of the Company since it was
established in 1984. He was named Chief Executive Officer in 1999. Mr. Muma
served as President and Chief Operating Officer of the Company from 1984 to
1999. From 1971 to 1984, Mr. Muma was the President of one of the Company's
predecessors, Data Management Resources, Inc., a wholly owned subsidiary of
4
Freedom Savings & Loan Association, Tampa, Florida. Mr. Muma has over 35 years
of data processing experience. He also serves as a Director of MGIC Investment
Corporation (mortgage insurance), Milwaukee, Wisconsin. Principal Occupation:
President and Chief Executive Officer of the Company.
Continuing terms expiring in 2003:
George D. Dalton (age 72) has been a Director since the Company was established
in 1984. Mr. Dalton served as Chairman of the Board of Directors from 1984 to
March 2000, and was Chief Executive Officer of the Company from 1984 to 1999.
From 1964 to 1984, Mr. Dalton was President of one of the Company's
predecessors, First Data Processing, Inc., a subsidiary of First Bank System,
Inc. Mr. Dalton has over 45 years of data processing experience. Since the fall
of 2000, Mr. Dalton has been Chairman and Chief Executive Officer of
CALL-Solutions, Inc., a provider of call center services located in Waukesha,
Wisconsin. He also serves as a Director of Clark/Bardes, Inc.
(insurance/benefits), Dallas, Texas, and Fiduciary Management, Inc. (investment
funds), Milwaukee, Wisconsin. Mr. Dalton is Chairman of the Milwaukee School of
Engineering Board of Regents. Principal Occupation: Chairman and Chief Executive
Officer of CALL-Solutions, Inc.
Daniel P. Kearney (age 61) was appointed a Director of the Company in November
of 1999. Mr. Kearney is a Financial Consultant and served as Chief Investment
Officer of Aetna, Inc. from 1991 to 1998. In 1995, he assumed the additional
responsibility of President of Aetna's annuity, pension and life insurance
division, retiring in 1998. Prior to joining Aetna, Mr. Kearney was President
and Chief Executive Officer of the Resolution Trust Corporation Oversight Board.
Before that he was a principal at Aldrich, Eastman and Waltch, Inc., a
Boston-based pension fund advisor. From 1977 to 1988, Mr. Kearney was with
Salomon Brothers, Inc. as Managing Director of its Real Estate Financing
Department and a founder of its Mortgage Securities Department, and from 1976 to
1977 he was Associate Director of the Office of Management and Budget (OMB) for
the U.S. federal government. He served as President of the Government National
Mortgage Association (Ginnie Mae) from 1974 to 1976, Deputy Assistant Secretary
of the Department of Housing and Urban Development (HUD) from 1973 to 1974, and
as Executive Director of the Illinois Housing Development Authority from 1969 to
1973. Previously he was in private law practice in Chicago, Illinois. Mr.
Kearney has over 30 years experience in the banking, insurance and legal
industries. Mr. Kearney also serves as a Director of MGIC Investment Corporation
(mortgage insurance), Milwaukee, Wisconsin; MBIA, Inc. (insurance), Armonk, New
York; and Great Lakes Real Estate Investment Trust (real estate), Oak Brook,
Illinois. Principal Occupation: Financial Consultant.
L. William Seidman (age 79) has been a Director of the Company since 1992. Mr.
Seidman became Chairman of the Federal Deposit Insurance Corporation in October
1985 and Chairman of the Resolution Trust Company in 1989, and held such
positions until October 1991. From 1982 to 1985, he was Dean of the College of
Business at Arizona State University, Tempe, Arizona. From 1977 to 1982, he was
Vice Chairman and Chief Financial Officer of Phelps Dodge Corporation. Mr.
Seidman was President Gerald Ford's Assistant for Economic Affairs from 1974 to
1977. From 1968 to 1974, he was managing partner of Seidman & Seidman, Certified
Public Accountants. He served as Chairman in 1970 and Director of the Detroit
Branch of the Federal Reserve Bank of Chicago from 1966 to 1970. He also was
Special Assistant for Financial Affairs to Michigan Governor George Romney from
1963 to 1966. Mr. Seidman also serves as a Director of Clark/Bardes, Inc.
(insurance/benefits), Dallas, Texas; Intellidata, Inc. (financial services),
Herndon, Virginia; and LML Payment, Inc. (financial services), Vancouver,
British Columbia. Principal Occupation: Chief Commentator for CNBC-TV, Publisher
of Bank Director and Board Member magazines, and Industry Consultant.
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5
Matter 2. Approval of Fiserv, Inc. Executive Incentive Compensation Plan
The Board of Directors has approved, subject to shareholder approval at the
Annual Meeting, the Fiserv, Inc. Executive Incentive Compensation Plan (the
"Plan") for 2000 and subsequent years unless and until terminated by the
Compensation Committee of the Board of Directors.
Description of Material Features of the Plan
The following summary of certain material features of the Plan does not purport
to be complete and is qualified in its entirety by reference to the text of the
Plan, a copy of which is set forth as Exhibit A to this Proxy Statement.
Purpose of the Plan
The purpose of the Plan is to promote the interests of the Company and its
shareholders by providing an additional incentive to senior executives (the
"Participants") for their contributions to the profitability of the Company, and
to offer an additional inducement in attracting and retaining such persons. It
is intended that payments under the Plan constitute "qualified performance-based
compensation" under Section 162(m) of the Internal Revenue Code.
Features of the Plan
The Plan establishes a correlation between the annual incentives awarded to the
Participants and the Company's financial performance. Each year, the
Compensation Committee will establish, during the first 90 days of a performance
year, the performance goal to be achieved before any award will be payable. The
performance goal will be based upon the amount the Company's earnings per
share-diluted increases during that year compared to the Company's earnings per
share-diluted for the immediately preceding year, subject to adjustment for
certain one-time charges or gains or changes in accounting rules. The maximum
bonus amount awarded for achieving the goal set by the Compensation Committee
may vary from year to year, although the value of a designated Participant's
bonus amount for any fiscal year may not exceed $2,000,000. The Compensation
Committee retains full discretion to reduce or eliminate any award that may be
earned by a Participant under the Plan.
Administration
The Plan is administered by the Compensation Committee, which must consist of at
least two Directors who are "outside directors" as defined under Treasury
Regulation Section 1.162-27(e)(3)(i). The Committee members currently are those
persons listed on page 12.
Certain Federal Income Tax Consequences
Any cash payments a Participant receives in connection with awards under the
Plan are includable in income in the year received. Generally, the Company will
be entitled to deduct the amount the employee includes in income in the year of
payment. Section 162(m) of the Internal Revenue Code places a $1,000,000 annual
limit on the compensation deductible by the Company paid to certain of its
executives. The limit, however, does not apply to "qualified performance-based
compensation." The Company believes awards under the Plan will qualify for the
performance-based compensation exception to the deductibility limit.
Other Information
If approved by shareholders, the Plan will be effective as of January 1, 2000.
No grants of awards have been made under the Plan, and any amounts to be
received by Participants under the Plan have not been determined.
6
Vote Required
The affirmative vote of a majority of the shares represented, in person or by
Proxy, at the Annual Meeting is required for approval of the Plan. Unless
otherwise specified, the proxies solicited hereby will be voted in favor of the
above proposal.
The Board of Directors recommends that shareholders vote FOR approval of the
---
Plan.
Matter 3. Appointment of Auditors
The Company's independent auditors for the fiscal year ended December 31, 2000,
were Deloitte & Touche LLP, Milwaukee, Wisconsin. The Board of Directors of the
Company has recommended that Deloitte & Touche LLP be reappointed to perform the
audit of the Company's financial statements for the fiscal year ending December
31, 2001. A representative of Deloitte & Touche LLP is expected to be present at
the meeting with an opportunity to make a statement if so desired and to answer
appropriate questions with respect to that firm's audit of the Company's
financial statements and records for the fiscal year ended December 31, 2000.
The affirmative vote of a majority of the shares represented, in person or by
Proxy, at the Annual Meeting is required for approval of the appointment of
Deloitte & Touche LLP as the Company's independent auditors. Although
shareholders are not legally required to approve the appointment of the
Company's auditors, the Company nonetheless has traditionally permitted
shareholders to approve the appointment. In the event this proposal is not
approved, the Board of Directors will re-evaluate its recommendation. Unless
otherwise specified, the shares of Common Stock represented by the proxies
solicited hereby will be voted in favor of the above proposal.
The Board of Directors recommends that shareholders vote FOR the proposal to
---
reappoint Deloitte & Touche LLP as the Company's independent auditors.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors held four regular meetings during fiscal 2000. During
fiscal 2000, each Director attended at least 75% of the meetings of the Board of
Directors and committees of the Board of Directors held during his or her tenure
as a Director or committee member. The Board of Directors has standing
Compensation, Audit and Nominating Committees.
The Compensation Committee evaluates the performance of the Company's executive
officers, approves executive officer compensation and reviews management's
recommendations as to the compensation of other key personnel and makes
recommendations to the Board of Directors regarding the types, methods and
levels of Director compensation, administers the compensation plans for the
officers, Directors and key employees, and discharges certain other
responsibilities of the Board of Directors when so instructed by the Board of
Directors. The members of the Compensation Committee are Messrs. Kearney
(Chairman), Levy and Seidman, and Ms. Shackelford. The Compensation Committee
held two meetings during the year ended December 31, 2000.
The Audit Committee reviews the scope and timing of the audit of the Company's
financial statements by the Company's independent public accountants and reviews
with these accountants the Company's policies and procedures with respect to
auditing and accounting controls. The Audit
7
Committee also reviews with the independent accountants the financial
statements, auditor's reports and management letter of the independent
accountants. The Audit Committee reviews and evaluates Conflict of Interest
statements and discharges certain other responsibilities of the Board of
Directors when so instructed by the Board of Directors. The members of the Audit
Committee are Messrs. Seidman (Chairman) and Kearney, and Ms. Shackelford. The
Audit Committee held four meetings during the fiscal year ended December 31,
2000.
The Nominating Committee assists the Board of Directors in identifying and
evaluating potential nominees for a Directorship, and recommending qualified
nominees to the Board for consideration. The Nominating Committee selects the
Director nominees to stand for election at the Company's Annual Meetings of
Shareholders and to fill vacancies occurring on the Board. The Nominating
Committee will consider nominees recommended by shareholders, but has no
established procedures which shareholders must follow to make a recommendation.
The Company's By-laws also provide for shareholder nominations of candidates for
election as Directors. These provisions require such nominations to be made
pursuant to timely notice (as specified in the By-laws) in writing to the
Chairman of the Board and/or President of the Company. The members of the
Nominating Committee are Ms. Shackelford (Chairman) and Messrs. Kearney, Levy
and Seidman. The Nominating Committee held two meetings during the fiscal year
ended December 31, 2000.
Compensation of Directors
Directors who are officers or employees of the Company receive no compensation
for service as members of the Board of Directors of the Company or for service
on committees of the Board of Directors. A Director who is not an officer or
employee of the Company receives an annual fee of $16,000 for service on the
Board of Directors of the Company, plus $1,200 for attendance at Board of
Director meetings and $400 for attendance at telephonic Board of Director
meetings. Each outside Director is granted options to acquire, at fair market
value, 12,000 shares of Common Stock of the Company upon election to each new
three-year term and 400 shares of Common Stock for attendance at regular Board
of Director meetings. The options granted vest 20% per year and expire 10 years
from the date of the award.
8
Compensation of Executive Officers
The following table sets forth in summary form all compensation, as defined in
regulations of the Commission, paid by the Company and its subsidiaries during
each of the three years ended December 31, 2000, to the Company's Chief
Executive Officer and the next four highest paid executive officers whose total
annual salary and bonus for the fiscal year ended December 31, 2000, exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation/(2)/ Compensation
----------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus/(1)/ Options/(3)/ Compensation/(4)/
- --------------------------- ---- ------ ---------- ----------- ------------------
Leslie M. Muma 2000 $699,500 $455,000 125,866 $14,400
President and Chief Executive 1999 650,000 290,000 120,741 14,400
Officer 1998 580,000 268,000 197,437 12,800
Donald F. Dillon 2000 625,000 350,000 111,345 14,400
Chairman of the Board, 1999 500,000 -/(1)/ 106,693 14,400
Chairman of Information 1998 315,000 210,000 174,655 12,800
Technology, Inc.
Kenneth R. Jensen 2000 519,000 346,000 96,821 14,400
Senior Executive Vice 1999 480,000 225,000 92,644 14,400
President, CFO and Treasurer 1998 450,000 208,000 151,875 12,800
Norman J. Balthasar 2000 425,000 230,000 59,400 14,400
Corporate Executive Vice 1999 335,000 200,000 58,050 14,400
President, President and COO, 1998 315,000 145,000 79,650 12,800
Financial Institution Group
Dean C. Schmelzer 2000 294,000 158,500 36,300 14,400
Corporate Executive Vice 1999 280,000 150,000 33,357 14,400
President, Marketing and Sales 1998 267,000 110,000 31,500 12,800
(1) Bonus payments are typically paid in February/March for the previous year's
performance and represent amounts paid for discretionary incentive awards.
Mr. Dillon's bonus has historically been paid in December, however, his
1999 incentive award was paid in February/March 2000, similar to other
executives.
(2) Perquisites provided to the named executive officers by the Company did not
exceed the lesser of $50,000 or 10% of each named executive officer's total
annual salary and bonus during the fiscal years indicated and, accordingly,
are not included.
(3) Adjusted to recognize 3-for-2 stock splits effective in April of 1999 and
May of 1998.
(4) Amounts shown in this column represent the Company's matching contributions
on behalf of the named executive officers under the Company's 401(k) Plan
for the fiscal years ended December 31, 1998 and 1999. The amount shown for
fiscal 2000 is estimated.
9
The following table sets forth certain information concerning individual grants
of stock options to those individuals listed in the Summary Compensation Table
during the fiscal year ended December 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- ------------------------------------------------------------------------------------
Number of % of Total
Securities Options Grant
Underlying Granted to Exercise Date
Options Employees in Price Expiration Present
Name Granted/(1)/ Fiscal Year/(2)/ ($/Sh) Date Value/(3)/
---- ---------- --------------- ------ ---- -----------
Leslie M. Muma 125,866 10.5 32.00 2/16/10 $1,953,654
Donald F. Dillon 111,345 9.3 32.00 2/16/10 1,782,264
Kenneth R. Jensen 96,821 8.1 32.00 2/16/10 1,502,827
Norman J. Balthasar 59,400 5.0 32.00 2/16/10 921,989
Dean C. Schmelzer 36,300 3.0 32.00 2/16/10 563,438
(1) The Company's Stock Option Plan provides for grants of Common Stock to
employees and Directors. In general, the options are granted with an
option price not less than the fair market value of the underlying shares
on the date of grant, with 20% of the options becoming exercisable
annually and expiring 10 years from the date of the grant.
(2) Options to purchase 1,194,654 shares of Common Stock were granted to
employees under the Company's Stock Option Plan during the fiscal year
ended December 31, 2000.
(3) These values were calculated using the Black-Scholes single option
pricing model, a formula widely used and accepted for valuing traded
stock options. The model is based on immediate exercisability and
transferability, which are not features of the options shown in the
table. Any ultimate value will depend on the market value of the
Company's Common Stock at a future date. The following assumptions were
used to calculate the values shown: expected price volatility of 48.6%,
risk-free rate of return of 5.0% and option holding period of five years.
The following table sets forth certain information concerning the exercise of
stock options granted under the Company's Stock Option Plans by each of the
executive officers named in the Summary Compensation Table during the fiscal
year ended December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options Options at
Number of at Fiscal Year End Fiscal Year End/(1)/
Shares Value ------------------------------------------------------
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------
Leslie M. Muma 120,739 $6,594,811 900,462 275,048 $30,335,960 $5,374,605
Donald F. Dillon 0 0 313,295 243,231 8,200,886 4,752,890
Kenneth R. Jensen 92,643 4,721,412 691,862 211,412 23,308,310 4,131,156
Norman J. Balthasar 180,348 8,154,687 215,567 123,548 6,522,391 2,373,965
Dean C. Schmelzer 0 0 214,872 68,763 7,414,835 1,311,918
(1) The value of Unexercised In-the-Money Options is based upon the
difference between the fair market value of the stock options and the
exercise price of the options at December 31, 2000.
10
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
establishing compensation for the Company's Chairman; President and Chief
Executive Officer; Senior Executive Vice President and Chief Financial Officer;
and Corporate Executive Vice Presidents (the "Executives"). In so doing, the
Compensation Committee has developed and implemented compensation policies and
programs which seek to enhance the long-term profitability of the Company,
thereby contributing to the value of shareholders' investment.
Base Salary. Each of the Executive's base salary is derived primarily through an
- -----------
analysis of appropriate industry and competitive labor markets for executive
officers. Based upon the Company's performance over the past five years when
compared to companies comprising the S&P 500 and the NASDAQ Computer and Data
Processing Services Industry Index, the Compensation Committee believes that the
level of compensation for the Executives is commensurate with that which is
being paid to senior executives by other companies in similar businesses.
Incentive Compensation Plan. For each of the Executives, a cash incentive
- ---------------------------
compensation plan is established at the beginning of each fiscal year in
connection with the establishment of the Company's strategic plans and annual
operating budgets. Each individual's plan establishes a range for incentive
compensation and a number of performance objectives. The performance objectives
generally include earnings per share growth, the financial performance of an
Executive's business unit, and/or various other measurable financial and
non-financial objectives.
Stock Option Awards. In addition to annual cash compensation, the Compensation
- -------------------
Committee establishes criteria pursuant to which the Executives may also qualify
for the award of options to acquire the Company's Common Stock at a price equal
to market value on the date of grant. Awards are based 75% on growth in earnings
per share and 25% on revenue growth. If the revenue growth percentage exceeds
that for earnings per share, the earnings per share growth percentage will
replace the revenue growth percentage in determining awards. The minimum growth
required to earn awards is 10% and the maximum annual award to any Executive is
675,000 shares.
Mr. Muma's 2000 Compensation. Compensation for the Chief Executive Officer
- ----------------------------
aligns with the philosophy and practices discussed above for the other senior
executive officers. At the beginning of each year, the Compensation Committee
sets a target bonus amount for the Chief Executive Officer. For compensation
paid in 2000, Mr. Muma's performance goals were established based on strategic
and financial measurements, including a target level of earnings per share and
implementation of the Company's acquisition and internal growth strategies. Of
these factors, the Company's target level of earnings per share carried a
significantly greater weight than the aggregate weight assigned to the remaining
factors. Mr. Muma's incentive compensation for 2000 reflects favorable
achievement of the established performance objectives, particularly earnings per
share and revenue growth, the key determinants of Mr. Muma's incentive
compensation. The Compensation Committee awarded Mr. Muma stock options in
accordance with the criteria described above for other senior executives.
Section 162(m). Section 162(m) of the Internal Revenue Code limits the Company's
- --------------
income tax deduction for compensation paid in any taxable year to certain
executive officers to $1,000,000, subject to several exceptions. It is the
policy of the Compensation Committee that the Company should use its best
efforts to cause any compensation paid to Executives in excess of such dollar
limit to qualify for such exceptions and, therefore, to continue to be
deductible by the Company. In particular, the Company's Stock Option Plan was
designed to permit awards made under it to qualify for Section 162(m)'s
exception for "performance-based compensation." The Executive Incentive
11
Compensation Plan that the Company is requesting shareholders to approve will
enable the Company to pay incentive compensation in the future that is fully
deductible.
Committee Members: Daniel P. Kearney, Chairman
Gerald J. Levy
L. William Seidman
Thekla R. Shackelford
Stock Price Performance Graph
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
FISERV, INC., S&P 500 INDEX AND
NASDAQ COMPUTER AND DATA PROCESSING SERVICES INDEX
(Assumes initial investment of $100 and reinvestment of dividends.)
[GRAPH]
1995 1996 1997 1998 1999 2000
Fiserv, Inc. 100.00 122.50 163.75 257.20 287.35 355.81
S & P 500 100.00 123.18 164.36 212.07 256.84 233.95
Nasdaq Computer and Data Processing 100.00 123.42 151.63 270.52 594.39 274.91
Assumes $100 invested on December 31, 1995, in each of Company Common Stock, S&P
500 Index and NASDAQ Computer and Data Processing Services Index and
reinvestment of all dividends paid during the five-year period ended December
31, 2000.
12
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors, a copy
of which is attached hereto as Exhibit B, the Audit Committee of the Board
assists the Board of Directors in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Company. Each of the members of the Audit Committee is
independent as defined in the NASDAQ listing standards.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The Audit
Committee also discussed with management, the internal auditors and the
independent auditors the quality and adequacy of the Company's internal controls
and internal audit organization, responsibilities, budget and staffing. The
Audit Committee reviewed with both the independent and the internal auditors
their audit plans, audit scope and identification of audit risks. The Audit
Committee discussed with the independent auditors the matters required to be
discussed by Statement of Auditing Standards No. 61. For 2000, aggregate fees
for the annual audit of the Company's financial statements were approximately
$650,000 and other services, including income tax services, were approximately
$710,000. The auditors did not provide any professional services related to
financial information systems design and implementation. The Audit Committee
has considered the level of non-audit services provided by the auditors in its
deliberations of auditor independence.
The Audit Committee reviewed and discussed the audited financial statements of
the Company as of and for the fiscal year ended December 31, 2000, with
management and the independent auditors. Management has the responsibility for
the preparation of the Company's financial statements and the independent
auditors have the responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended December 31, 2000, for filing with the
Commission. The Audit Committee also recommended the reappointment, subject to
shareholder approval, of the independent auditors and the Board concurred in
such recommendation.
Committee Members: L. William Seidman, Chairman
Daniel P. Kearney
Thekla R. Shackelford
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and Directors
and persons owning in excess of 10% of the shares of the Common Stock
outstanding to file reports of ownership and changes in ownership with the
Commission. Officers, Directors and 10% shareholders are also required to
furnish the Company with copies of all Section 16(a) forms they file.
13
In January 2001, a Form 4 reflecting a sale of Common Stock was inadvertently
filed late for Robert H. Beriault. To the best of the Company's knowledge, all
required filings in 2000, with the exception of this occurrence, were properly
made in a timely fashion. In making the above statements, the Company has relied
upon representation of the persons involved.
Shareholder Proposals for the 2002 Annual Meeting
Any proposal which a shareholder wishes to have included in the Proxy materials
of the Company relating to the next Annual Meeting of Shareholders, which is
scheduled to be held in March 2002, pursuant to Rule 14a-8 under the Exchange
Act ("Rule 14a-8") must be received at the corporate offices of the Company, 255
Fiserv Drive, Brookfield, Wisconsin 53045, Attention: Charles W. Sprague,
Executive Vice President, General Counsel, Secretary and Chief Administrative
Officer, no later than October 31, 2001. In addition, a shareholder who
otherwise intends to present business at the 2002 Annual Meeting must comply
with the requirements set forth in the Company's By-laws. Among other things, to
bring business before an Annual Meeting, a shareholder must give written notice
thereof, complying with the By-laws, to the Company at the address listed above
not later than 30 days in advance of the scheduled date of the Annual Meeting
(subject to certain exceptions if the date of the Annual Meeting is advanced).
Under the By-laws, if the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals
shareholders intend to present at the 2002 Annual Meeting but do not intend to
include in the Company's Proxy Statement for such meeting) prior to February 25,
2002, then the notice will be considered untimely and the Company will not be
required to present such proposal at the 2002 Annual Meeting. If the Board of
Directors chooses to present such proposal at the 2002 Annual Meeting, then the
persons named in the proxies solicited by the Board of Directors for the 2002
Annual Meeting may exercise discretionary voting power with respect to such
proposal. It is urged that any such proposals be sent certified mail, return
receipt requested.
Annual Report
The Annual Report of the Company for the fiscal year ended December 31, 2000,
will be mailed to each shareholder on or about February 27, 2001. The Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed by
the Company with the Commission, will be furnished without charge to any person
requesting a copy thereof in writing and stating such person is a beneficial
holder of shares of Common Stock of the Company on the record date for the
Annual Meeting.
Requests and inquiries should be addressed to Charles W. Sprague.
By Order of the Board of Directors
/s/ Charles W. Sprague
Charles W. Sprague, Secretary
Brookfield, Wisconsin
February 27, 2001
14
Exhibit A
FISERV, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN
-------------------------------------
1. Purpose of the Plan
-------------------
The purpose of the Plan is to promote the interests of the Company and its
Shareholders by providing an additional incentive to Participants for their
contributions to the profitability of the Company, and to offer an additional
inducement in attracting and retaining such persons. It is intended that
payments under the Plan constitute "qualified performance-based compensation"
under Section 162(m) of the Code, and the Plan shall be construed consistently
with such intention.
2. Certain Definitions
-------------------
"Accounting Board" means the Financial Accounting Standards Board or any
other entity that sets accounting standards.
"Board of Directors" means the Board of Directors of the Company.
"Bonus Amount" for a Participant with respect to a Fiscal Year means the
amount payable to the Participant under the Plan with respect to such Fiscal
Year, as determined by the Committee pursuant to Section 6.
"Code" means the Internal Revenue Code of 1986, as amended and the
regulations thereunder.
"Committee" means a committee designated by the Board of Directors to
administer the Plan, consisting solely of two or more "outside directors" within
the meaning of Section 162(m) of the Code.
"Company" means Fiserv, Inc., a Wisconsin corporation.
"Designation Period" with respect to a Fiscal Year means the period
beginning on the first day of the Fiscal Year and ending on the earlier of (a)
90 days after the beginning of such Fiscal Year or (b) the date on which the
first 25% of the Fiscal Year ends.
"Earnings Per Share-Diluted" for a Fiscal Year means the earnings per
share-diluted for such Fiscal Year as reported on the Financial Statement for
such Fiscal Year, adjusted to eliminate (a) any one-time charge related to
purchase or pooling accounting adjustments relating to an acquisition that are
required to be made by Accounting Principles Board Opinion No. 16 or other rule
of any Accounting Board, (b) with respect to the Fiscal Year in which a change
is made, the effects of any change in any accounting rule required by an
Accounting Board that reduces earnings per share on a fully diluted basis,
provided such rule change was made by the Accounting Board after the date on
which the Maximum Planned Bonus Amounts for such Fiscal Year were set by the
Committee, and (c) any one-time adjustment for legal settlement, gain or loss
from a sale of stock, business disposition or discontinued operations, in each
case only to the extent such adjustment was included in the computation of
Earnings Per Share-Diluted as set forth on such Financial Statement.
"Financial Statement" for a Fiscal Year means the audited consolidated
financial statement of the Company and its subsidiaries for such Fiscal Year.
"Fiscal Year" means the fiscal year of the Company.
"Maximum Planned Bonus Amount" for a Participant with respect to a
Fiscal Year means the maximum amount of the bonus payable to the Participant
with respect to such Fiscal Year for meeting his Performance Goal for such
Fiscal Year, as set by the Committee with respect to such Fiscal Year pursuant
to Section 5.
A-1
"Participant" with respect to a Fiscal Year means a senior executive of
the Company or any of its subsidiaries, who is designated by the Committee
pursuant to Section 4 to be eligible to receive a Bonus Amount with respect to
such Fiscal Year.
"Performance Goal" with respect to a participant for a Fiscal Year means
the amount of the increase in Earnings Per Share-Diluted for such Fiscal Year
over the Earnings Per Share-Diluted for the immediately preceding Fiscal Year,
as designated by the Committee with respect to such Fiscal Year pursuant to
Section 5.
"Plan" means this Executive Incentive Compensation Plan of the Company,
as amended from time to time.
"Shareholders" means the shareholders of the Company.
"Transfer" means sell, assign, transfer, pledge, hypothecate or
otherwise dispose of or encumber.
3. Administration
--------------
The Plan will be administered by the Committee. The determination of the
Committee with respect to any matter arising pursuant to the Plan shall be
conclusive and binding on the Company and its subsidiaries and the Participants.
4. Designation of Participants
---------------------------
Within the Designation Period for each Fiscal Year, the Committee shall
designate in writing the Participants, if any, eligible to receive a Bonus
Amount with respect to such Fiscal Year. Once set, the Participants with respect
to the Fiscal Year cannot be changed for any reason.
5. Designation of Performance Goals and Maximum Planned Bonus Amounts
------------------------------------------------------------------
Within the Designation Period for each Fiscal Year, the Committee shall
designate in writing the Performance Goal(s) for each Participant with respect
to such Fiscal Year and the related Maximum Planned Bonus Amount for such
Participant for meeting such Performance Goal for such Fiscal Year. The
Committee may designate different Performance Goals and/or different Maximum
Planned Bonus Amounts for different Participants for any Fiscal Year. The
Maximum Planned Bonus Amount for a Participant with respect to a Fiscal Year
with respect to any Performance Goal may be set forth as a fixed amount, in a
formula (e.g., as a percentage of the Participant's annual base salary as of the
beginning of the Fiscal Year) or in any other manner, as long as a third party
having knowledge of the relevant performance results and other objective
information could calculate the Maximum Planned Bonus Amounts. Once set, neither
the Performance Goal(s) or the Maximum Planned Bonus Amount(s) for a Participant
with respect to the Fiscal Year may be modified or adjusted for any reason.
6. Bonus Amount
------------
The Bonus Amount for a Participant with respect to a Fiscal Year shall be the
Maximum Planned Bonus Amount for such Participant with respect to the Fiscal
Year with respect to the highest Performance Goal for such Participant that is
achieved with respect to the Fiscal Year; provided, however, that the Bonus
-------- -------
Amount for any Participant with respect to a Fiscal Year shall not exceed
$2,000,000; and further, provided, that the Bonus Amount shall be subject to
reduction as provided in Section 7. The Bonus Amount for each Participant with
respect to the Fiscal Year shall be determined by the Committee, based on
achievement of the Performance Goal for such Participant for such Fiscal Year,
and certified in writing to the Company. Subject to Section 15, the Bonus
A-2
Amounts with respect to a Fiscal Year shall be paid in cash, without interest as
soon as practicable after such certification is received. Subject to Section 7,
payment shall be made to the applicable Participant or, in the event of his
death, to his estate. Payments of Bonus Amounts shall be subject to withholding
of taxes and other amounts required by applicable law, as determined by the
Company.
7. Discretion to Reduce Bonus Amount
---------------------------------
The Committee, in its sole discretion, may reduce the Bonus Amount otherwise
payable to a Participant with respect to a Fiscal Year if the Committee, in its
sole discretion, determines such reduction is appropriate, taking into
consideration such factors as the Committee deems appropriate. Such factors may
include, without limitation, the termination of a Participant's employment with
the Company or any of its subsidiaries for any reason, including without
limitation, as a result of the death or disability of the Participant. A
discretionary reduction in a Bonus Amount with respect to a Fiscal Year may be
made with respect to all or only particular Participants with respect to a
Fiscal Year, may be made in different amounts or percentages for different
Participants, and may be based on considerations that are unique to a particular
Participant and/or considerations affecting the Company and the Participants
generally. A discretionary reduction in a Participant's Bonus Amount with
respect to a Fiscal Year shall not increase the Bonus Amount otherwise payable
to another Participant with respect to the Fiscal Year. Notwithstanding anything
herein to the contrary, the Committee may not make any adjustment pursuant to
this Section 7 if such adjustment would cause the Bonus Amount not to constitute
"qualified performance-based compensation" under Section 162(m) of the Code, as
determined by the Committee in good faith.
8. Unfunded, Unsecured, Promise
----------------------------
The Plan is unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended. A Participant shall
rely solely on the unfunded and unsecured promise of the Company to pay any
Bonus Amount. Nothing in this Agreement shall be construed to give any
Participant any right, title or interest or claim in or to or lien on any
specific asset, fund, reserve, account or property of any kind owned by the
Company or in which it may have any right, title or interest, now or in the
future. Rather, a Participant may only enforce its claim against the Company for
payment of a Bonus Amount in the same manner as an unsecured general creditor of
the Company.
9. Separate from Other Plans
-------------------------
Any Bonus Amount for a Participant is separate and apart from, and in addition
to, any other amount payable by the Company or any of its subsidiaries to the
Participant. No action is required to be taken by the Participant to participate
in the Plan. Except as expressly provided in the applicable plan or program, no
Bonus Amount for a Participant shall be considered salary, wages or compensation
for purposes of determining the amount or nature of benefits that the
Participant is entitled to receive under any other Company benefit plan or
program.
A-3
10. No Right to Employment
----------------------
Nothing in the Plan nor any designation as a Participant shall confer on any
person any right to continue in the employ of the Company or any of its
subsidiaries, or interfere in any way with any right of the Company or any of
its subsidiaries to terminate such employment at any time for any reason,
without liability to the Company or its subsidiaries. Nothing in the Plan nor
any designation under the Plan shall in any way limit the right or power of the
Company to engage in any business or transaction or make any expenditure.
11. Bonus Non-Transferable
----------------------
No Bonus Amount or right under the Plan shall be Transferable (except as
expressly provided in Section 6). Any attempted Transfer shall be null and void
ab initio and shall not bind the Company.
- ---------
12. Governing Law; Construction
---------------------------
The Plan and all matters related to the Plan shall be governed by, and construed
in accordance with, the laws of the State of Wisconsin, without regard to
conflict of law provisions that would defer to the substantive rules of another
jurisdiction. The Plan shall not be construed or interpreted with any
presumption against any person by reason of such person having caused the Plan
to be drafted. Whenever, it appears appropriate from the content, any term
stated in the singular or plural, or in the masculine or feminine, shall include
the other.
13. Partial Invalidity
------------------
The invalidity, illegality or unenforceability of any provision of the Plan or
any designation by the Committee shall not effect the validity, legality or
enforceability of any other provision or designation, all of which shall be
valid, legal and enforceable to the fullest extent permitted by applicable law.
14. Amendment and Termination of the Plan
-------------------------------------
The Board of Directors without further approval of the Shareholders, may at any
time suspend or terminate the Plan, in whole or in part, or amend the Plan at
any time or from time to time; provided, however, that the Board of Directors
may condition the effectiveness of a suspension, termination or amendment upon
such Shareholder approval as the Board of Directors may determine. No such
suspension, termination or amendment shall affect any Bonus Amount otherwise
payable with respect to the Fiscal Year in which such suspension, termination or
amendment occurs.
15. Effective Date; Shareholder Approval
------------------------------------
The Plan is effective for the Fiscal Year beginning January 1, 2000, and each
Fiscal Year thereafter until terminated, subject to the approval by the
Shareholder entitled to vote thereon by a majority of the votes cast, in person
or by proxy, at the March 2001 Annual Meeting of Shareholders. No Bonus Amount
may be paid unless and until such Shareholder approval has been obtained,
regardless of whether any Performance Goal has been met. If such Shareholder
approval is not obtained, the Plan shall terminate.
A-4
Exhibit B
FISERV, INC.
AUDIT COMMITTEE CHARTER
-----------------------
1. Function
--------
The Audit Committee is a committee of the Board of Directors of Fiserv, Inc. Its
primary function is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the financial information which will be provided
to the shareholders and others, the systems of internal controls which
management and the Board of Directors have established, and the audit process.
In doing so, it is the responsibility of the Audit Committee to provide an open
avenue of communication between the Board of Directors, management, Fiserv
Corporate Audit and the external auditor.
2. Responsibilities
----------------
In meeting its responsibilities, the Audit Committee shall:
. Have the power to conduct or authorize investigations into any matters
within the Committee's scope of responsibilities. The Committee shall have
unrestricted access to members of management and all information relevant
to its responsibilities. The Committee shall be empowered to retain
independent counsel, accountants or others to assist it in the conduct of
any investigation.
. Oversee the external audit coverage, including annual nomination of the
external auditor. The external auditor is ultimately accountable to the
Board of Directors and the Audit Committee. Specific duties include, but
are not limited to:
- Auditor engagement letters
- Estimated fees
- Timing of auditor's visits
- Coordination with internal auditing
- Monitoring of audit results
- Review of auditor's performance
- Review accounting policies and disclosures
. Ensure independence of external auditor by:
- Obtaining documentation from the external auditor stating their
independence from Fiserv, Inc. in compliance with Independence
Standards Board Standard 1.
- Considering whether the non-audit services Fiserv, Inc. receives from
its external auditor are compatible with maintaining the independence
of the external auditor.
- Engaging in dialogue with the external auditor to assure certainty
that the external auditor remains independent and that the Board of
Directors takes appropriate action when and as necessary to assure
the external auditor's independence.
. Review and discuss the financial statements with management and the external
auditors, including:
- Interim financial statements
- Annual financial statements, external auditor's opinion and
management letters
B-1
- Inquire of management, the Director of Audit and the external auditor
about significant risks or exposures and assess the steps management
has taken to minimize such risk to the company.
. Discuss with the external auditor the matters required to be discussed by
Statement on Accounting Standards No. 61.
. Recommend to the Board of Directors whether the audited financial statements
should be included in the Annual Report on Form 10-K.
. Review legal and regulatory matters that may have a material impact on the
financial statements, related compliance policies, and programs and reports
received from regulators.
. Report Committee actions to the Board of Directors with such recommendations
as the committee may deem appropriate.
. Review the Committee's charter annually and update when appropriate.
. Review periodically the Directors' roles and responsibilities to ensure that
these remain appropriate and assure disclosure of conflict of interest.
. The Committee shall meet at least four times per year or more frequently as
circumstances require. The Committee may ask members of management or others
to attend the meeting and provide pertinent information as necessary.
. Meet with the Director of Audit, the external auditor and management to
discuss any matters that the Committee or these groups believe should be
discussed with the Audit Committee.
. Review with the Director of Audit and the external auditor the coordination
of audit effort to assure completeness of coverage of key business controls
and risk areas, reduction of redundant efforts and the effective use of
audit resources.
. Consider and review with management and the Director of Audit significant
findings during the year and management's responses thereto, including the
timetable for implementation of the recommendations to correct weaknesses in
internal control.
. Minutes of each meeting are to be prepared and sent to Audit Committee
members and the Fiserv Directors who are not members of the Committee. If
the secretary of the corporation has not taken the minutes, they should be
sent to him or her for permanent filing.
. Prepare annually a report of the Audit Committee for inclusion in Fiserv,
Inc.'s annual Proxy Statement. The report shall include information required
by the Securities and Exchange Commission.
3. Membership
----------
The membership of the Audit Committee shall consist of at least three
independent members of the Board of Directors who shall serve at the pleasure of
the Board of Directors. Each member of the Audit Committee must be financially
astute, and at least one member must have accounting or
B-2
related financial management expertise. Audit Committee members and the
Committee Chairman shall be designated by the full Board of Directors upon
recommendations of the Nominating Committee.
The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the Board of Directors. While
the Audit Committee has the responsibilities and powers set forth in the Audit
Committee Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the financial statements of Fiserv, Inc. are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the external auditor.
Nor is it the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the external auditor or to assure
compliance with laws and regulations.
B-3
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 879-5000
Fiserv, Inc. is located in the Brookfield Lakes Corporate Center. It is
approximately 25 minutes from Milwaukee General Mitchell International Airport
and 20 minutes from downtown Milwaukee.
From Chicago, go north on I-94 to Milwaukee. After entering Wisconsin, you will
pass through Racine and Kenosha counties. Approaching Milwaukee County, watch
for the I-894 bypass. This is a left lane exit. After approximately nine miles,
this bypass runs back into I-94; take the left lane exit for I-94 to Madison.
The second exit, approximately 3 miles, is Moorland Road north.
From Milwaukee's Mitchell International Airport, take I-94 north to Milwaukee.
As you approach Milwaukee, take I-894 (bypass). This is a left lane exit. After
approximately nine miles, this bypass runs back into I-94; take the left lane
exit for I-94 to Madison. The second exit, approximately 3 miles, is Moorland
Road north.
From Moorland Road, go north approximately 3/4 mile (two stoplights) to
Bluemound Road/Highway 18. Turn left (west) on Bluemound Road and continue
approximately 1-1/2 miles (five stoplights), turning left at the stoplight into
the entrance to Brookfield Lakes Corporate Center (you will see the Wyndham
Gardens Hotel at this entrance).
Traveling from the west, exit I-94 at Bluemound Road/Highway 18. Go east on
Bluemound Road approximately 1-1/2 miles (six stoplights), turning right at the
stoplight into the entrance to Brookfield Lakes Corporate Center.
Once inside Brookfield Lakes, take Corporate Drive approximately 1/4 mile to
Fiserv Drive and turn right. Fiserv Drive leads directly to the Fiserv
headquarters.
[MAP]
[LOGO]
255 Fiserv Drive
Brookfield, Wisconsin 53045
FISERV, INC.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints LESLIE M. MUMA, DONALD F. DILLON and CHARLES W.
SPRAGUE as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
Common Stock of Fiserv, Inc. (the "Corporation") held of record by the
undersigned on February 12, 2001, at the Annual Meeting of Shareholders to be
held on March 29, 2001, or any adjournment thereof.
Election of Directors, Nominees
for a term expiring in 2004:
K.R. Jensen
T.R. Shackelford
You are encouraged to mark your choices in the appropriate boxes on the reverse
side of this proxy card. If you do not mark any boxes your vote will be voted
in accordance with the Board of Directors' recommendation. However, the Proxies
can not vote your shares unless you sign and return this card.
-----------
SEE REVERSE
SIDE
-----------
/\ FOLD AND DETACH HERE /\
X Please mark your votes as in this example.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted for proposals 1, 2 and 3.
1. Election of two directors to serve for a three-year term expiring in 2004:
FOR all nominees and their term WITHHOLD AUTHORITY to vote
listed below (except as written to for all nominees listed below
the contrary on the line provided)
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided below.)
_______________________________________
FOR AGAINST ABSTAIN
2. Proposal to approve the Fiserv, Inc. [_] [_] [_]
Executive Incentive Compensation Plan:
FOR AGAINST ABSTAIN
3. Proposal to approve the reappointment [_] [_] [_]
of Deloitte & Touche LLP, Milwaukee,
Wisconsin, as the independent auditors of
the Corporation and subsidiaries for 2001:
Yes, I will attend the annual meeting on March 29, 2001: [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person. Please mark,
date, sign and return this proxy card promptly.
______________________________________________________
______________________________________________________
SIGNATURE(S) DATE