UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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. The Company currently anticipates that the board of directors will determine on what committees Mr. Warren will serve at its next regular meeting.
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.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 30, 2020, the board of directors of 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(a) of Article IX of the By-laws to account for the appointment of Mr. Warren and the resulting increase in the number of directors serving on the board.
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 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated By-laws, dated October 30, 2020. | |
| 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: November 2, 2020 | By: | /s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer and Treasurer | ||||||