UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 14, 2020, the Board of Directors of Fiserv, Inc. (the “Company”) approved an amendment and restatement of the amended and restated by-laws (as amended, the “By-laws”) of the Company. The amendment and restatement updates the description of the composition of the Board of Directors of the Company set forth in Section 2 of Article IX of the By-laws consistent with the previously announced Chief Executive Officer succession plan.
This description of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on May 14, 2020. At that meeting, the Company’s shareholders voted on four matters as follows:
Election of Directors
The Company’s shareholders elected ten 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 |
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| Frank J. Bisignano |
578,504,957 |
3,826,059 |
39,729,675 |
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| Alison Davis |
581,422,629 |
908,387 |
39,729,675 |
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| Henrique de Castro |
580,856,372 |
1,474,644 |
39,729,675 |
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| Harry F. DiSimone |
580,890,236 |
1,440,780 |
39,729,675 |
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| Dennis F. Lynch |
560,889,693 |
21,441,323 |
39,729,675 |
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| Heidi G. Miller |
581,356,832 |
974,184 |
39,729,675 |
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| Scott C. Nuttall |
576,663,022 |
5,667,994 |
39,729,675 |
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| Denis J. O’Leary |
561,415,262 |
20,915,754 |
39,729,675 |
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| Doyle R. Simons |
569,496,139 |
12,834,877 |
39,729,675 |
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| Jeffery W. Yabuki |
560,045,448 |
22,285,568 |
39,729,675 |
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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 2020 proxy statement by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 421,390,078 |
159,358,368 |
1,582,570 |
39,729,675 |
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, 2020 by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 601,995,090 |
18,707,261 |
1,358,340 |
Shareholder Proposal Requesting Political Spending Disclosure
The Company’s shareholders rejected a shareholder proposal requesting the Company provide political spending disclosure by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 251,730,999 |
313,944,571 |
16,655,446 |
39,729,675 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHBIT INDEX
| Exhibit |
Description | |||
| 3.1 |
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| 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: May 15, 2020 |
By: |
/s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer and Treasurer | ||||||