DEF 14A

Agenda Item

Board Vote
Recommendation

Page Reference
for More Detail

Shareholder Proposal Requesting Political Spending Disclosure (if properly presented)

As described further herein, we have made governance updates regarding political contributions, and we are already subject to political contribution limits and disclosure requirements under federal, state and local laws. Because this proposal would not provide meaningful additional information to shareholders, we do not believe that this proposal is in the best interest of our company or our shareholders.

Transforming Our Industry

In 2019, we successfully completed the acquisition of First Data, a global leader in commerce-enabling technology and solutions for merchants, financial institutions and card issuers. The transaction expanded the breadth of capabilities and depth of expertise of Fiserv and provides clients access to a more comprehensive set of solutions and innovations, an extensive range of end-to-end capabilities and integrated delivery. We also delivered strong financial results, made meaningful progress in integrating First Data and began to capture synergy opportunities, all as a means to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do.

Recent Governance Matters

First Data Governance-Related Matters

Certain governance changes became effective as of the date of the First Data acquisition pursuant to the merger agreement between Fiserv and First Data. These changes, which are embodied in our amended and restated by-laws, will immediately, and without further action by the board, terminate following our 2021 annual meeting of shareholders.

Upon the closing of the transaction, Jeffery Yabuki continued to serve as the chief executive officer of Fiserv and became the chairman of the board of directors, and Frank Bisignano, the First Data chief executive officer, became the president and chief operating officer of Fiserv and joined the board of directors. Our by-laws were amended and restated to reflect other governance terms related to our board of directors as agreed to in the merger agreement. Following the acquisition, the board of directors consists of ten directors, with six directors designated by Fiserv, consisting of five independent directors of Fiserv prior to the completion of the transaction and the Fiserv chief executive officer, and four directors designated by First Data, consisting of two independent directors of First Data prior to the closing date, the First Data chief executive officer and one director designated by and affiliated with New Omaha Holdings L.P. (“New Omaha”) in accordance with a shareholder agreement between Fiserv and New Omaha. The amended and restated by-laws also provide that the board will have a lead independent director if the same person serves as chief executive officer and chairman of the board, that one qualified continuing First Data director will serve on each of the audit, compensation and nominating and corporate governance committees of the board, and that the chairperson of the compensation committee will be designated by the continuing First Data directors.

We encourage you to review the “Corporate Governance – First Data Transaction” section of this proxy statement for a more detailed description of the corporate governance changes resulting from the First Data acquisition including their required duration.

Other Governance Developments

In response to shareholder interest in matters related to political contributions and expenditures, our board of directors recently enhanced our governance in this area.

• Our board of directors adopted a political contributions policy pursuant to which all contributions by the company must be approved by our chief executive officer and our chief legal officer.

DEF 14A 1 d873092ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ 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))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

FISERV, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	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:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

255 Fiserv Drive

Brookfield, Wisconsin 53045

April 1, 2020

You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to be held online at www.virtualshareholdermeeting.com/FISV2020 on Thursday, May 14, 2020 at 10:00 a.m. (CT). Information about the meeting and the matters on which shareholders will act is set forth in the accompanying Notice of 2020 Annual Meeting of Shareholders and Proxy Statement. You can find financial and other information about Fiserv in our Form 10-K for the fiscal year ended December 31, 2019.

We urge you to be represented at the annual meeting, regardless of the number of shares you own or whether you are able to attend the virtual annual meeting online, by voting as soon as possible. Shareholders can vote their shares via the Internet, by telephone or by mailing a completed and signed proxy card (or voting instruction form if you hold your shares through a broker).

Sincerely,

LOGO

Jeffery W. Yabuki

Chairman and Chief Executive Officer

LOGO


		2020 Proxy Statement


		Notice of 2020 Annual Meeting of Shareholders

Time and Date:

Thursday, May 14, 2020 at 10:00 a.m. (CT)

Virtual Annual Meeting Site:

www.virtualshareholdermeeting.com/FISV2020, where you will be able to listen to the annual meeting live, submit questions and vote online

Matters To Be Voted On:

1.	Election of ten directors to serve for a one-year term and until their successors are elected and qualified.

2.	Approval, on an advisory basis, of the compensation of our named executive officers.

3.	Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.

4.	Shareholder proposal requesting the company provide political spending disclosure, if properly presented.

Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Who Can Vote:

Holders of Fiserv stock at the close of business on March 18, 2020.

Participating in the Virtual Annual Meeting:

The annual meeting will be held exclusively online via live webcast. This change is being made due to an abundance of caution related to the coronavirus (COVID-19), and the priority we place on the health and well-being of our shareholders, partners and employees. Holders of Fiserv stock at the close of business on March 18, 2020 are entitled to participate in and submit questions in writing during the annual meeting by visiting www.virtualshareholdermeeting.com/FISV2020. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9:30 a.m. (CT). Please allow ample time for the online check-in procedures.

Date of Mailing:

On April 1, 2020, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

By Order of the Board of Directors,

LOGO

Lynn S. McCreary

Secretary

April 1, 2020

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 14, 2020: The proxy statement, 2019 Annual Report on Form 10-K and the means to vote by Internet are available at http://www.proxyvote.com.

LOGO


		2020 Proxy Statement


		Proxy Statement Table of Contents


Proxy Statement Summary			01

Proxy and Voting Information			05

Security Ownership of Certain Beneficial Owners and Management			08

Proposal 1. Election of Directors			11
Our Board of Directors			11
Majority Voting			11
Nominees for Election			12
Corporate Governance			17
Director Compensation			24

Proposal 2. Advisory Vote to Approve Executive Compensation			28
Compensation Discussion and Analysis			30
Compensation Committee Report			45
Compensation Committee Interlocks and Insider Participation			45
Executive Compensation			46
Summary Compensation Table			46
Grants of Plan-Based Awards in 2019			48
Outstanding Equity Awards at December 31, 2019			50
Option Exercises and Stock Vested During 2019			53
Potential Payments Upon Termination or Change in Control			54
Pay Ratio			65

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm			67
Independent Registered Public Accounting Firm and Fees			68
Audit Committee Pre-Approval Policy			68
Audit Committee Report			68

Proposal 4. Shareholder Proposal			70
Fiserv’s Statement in Opposition			72

Other Matters			73
Shareholder Proposals for the 2021 Annual Meeting			73
Proxy Statement and Annual Report Delivery			73

Appendix A – Non-GAAP Financial Measures			74


		2020 Proxy Statement


		Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting


Time and Date:		Thursday, May 14, 2020 at 10:00 a.m. (CT)

Virtual Annual Meeting Site:		www.virtualshareholdermeeting.com/FISV2020

Record Date:		March 18, 2020

Voting:		Shareholders as of the record date are entitled to vote: by Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning a proxy or voter instruction card; or at the virtual annual meeting online.

Proxy Statement

This proxy statement is furnished in connection with the solicitation on behalf of the board of directors of Fiserv, Inc., a Wisconsin corporation, of proxies for use at our 2020 annual meeting of shareholders. This proxy statement is being made available on or about April 1, 2020 to our shareholders entitled to vote at the annual meeting.

Purposes of Annual Meeting


Agenda Item		Board Vote Recommendation	Page Reference for More Detail

1.	Election of Directors The board of directors has nominated ten individuals for election as directors. All nominees are currently serving as directors and all, except Mr. Yabuki, our chairman and chief executive officer, and Mr. Bisignano, our president and chief operating officer, are independent. We believe that each nominee for director has the requisite experience, integrity and sound business judgment to serve as a director.	FOR each Director Nominee	11

2.	Advisory Vote on Named Executive Officer Compensation The board of directors is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our compensation program for our named executive officers is designed to create long-term shareholder value by rewarding performance as described in the “Compensation Discussion and Analysis” section of this proxy statement.	FOR	28

3.	Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm As a matter of good corporate governance, the audit committee of the board of directors is seeking ratification of its appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.	FOR	67


01		2020 Proxy Statement


02		2020 Proxy Statement

• Our board of directors amended the charter of its nominating and corporate governance committee to provide that the committee will review annually the company’s political contributions policy and all contributions made by the company in the prior year.

Recent Compensation Matters

In 2019 following the First Data acquisition, our compensation committee granted performance share units to all our named executive officers with a three-year performance period. The number of shares issued at vesting will be based on total shareholder return as compared to the S&P 500 Index (50% weighting) and the company’s achievement of cost synergies (30% weighting) and revenue synergies (20% weighting). These performance share units reflect our focus on a successful integration and creation of shareholder value.

In addition, in 2019, our compensation committee approved an increase to the stock ownership policy applicable to our chief executive officer and chief operating officer to require them to own equity having a value of at least twelve times (12x) their annual base salary. This increase further aligns the interests of our most senior leaders with the interests of our shareholders.

We encourage you to review the entire “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under “Executive Compensation.”

Executive Compensation Practices

LOGO Pay-for-Performance Philosophy. Our compensation committee seeks to structure compensation that incentivizes our leaders to strive for market-leading performance, which we expect will translate into long-term value for our shareholders, and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

Balanced Compensation Strategy. We provide cash incentive awards based on annual performance and long-term incentive compensation in the form of equity that promotes long-term financial, operating and strategic performance by delivering incremental value to executive officers based on financial results and to the extent our stock price increases over time.

LOGO Performance Share Units. In furtherance of our pay-for-performance philosophy, we grant performance share units. The number of shares issued at vesting will be determined by the achievement of performance goals over a three-year period.

Robust Stock Ownership. We have a stock ownership policy that requires our directors and executive officers to acquire and maintain a significant amount of Fiserv equity to further align their interests with those of our long-term shareholders. In this regard, in 2019, we increased the share ownership requirement for our chief executive officer and chief operating officer. They are now required to own equity having a value of at least twelve times (12x) their annual base salary.

No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock.

Clawback Policy. We have a compensation recoupment, or “clawback,” policy.

No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers.


03		2020 Proxy Statement

Board Nominees

The board met nine times during 2019. During 2019, each of our directors attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on our board or such committees. The following table provides summary information on each director nominee. All candidates were nominated in accordance with the company’s by-laws and governance guidelines. For more information about each director nominee, please see their full biographies beginning on page 12.



Name	Age		Director Since		Independent	Current Committee Memberships

Frank J. Bisignano		60		2019



Alison Davis		58		2014		Audit



Henrique de Castro		54		2019		Audit



Harry F. DiSimone		65		2018		Audit



Dennis F. Lynch		71		2012		Compensation Nominating and Corporate Governance*



Heidi G. Miller		66		2019		Nominating and Corporate Governance



Scott C. Nuttall		47		2019		Compensation*



Denis J. O’Leary		63		2008		Audit* Nominating and Corporate Governance



Doyle R. Simons		56		2007		Compensation



Jeffery W. Yabuki		60		2005

* Committee Chair


04		2020 Proxy Statement


		Proxy and Voting Information

The board of directors of Fiserv, Inc., a Wisconsin corporation, is soliciting proxies in connection with our annual meeting of shareholders to be held on Thursday, May 14, 2020 at 10:00 a.m. (CT), or at any adjournment or postponement of the meeting. On April 1, 2020, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders entitled to vote at the annual meeting.

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we may furnish our proxy statement and annual report to shareholders of record by providing access to those documents via the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote via the Internet, by telephone or by mail.

Shareholders’ access to our proxy materials via the Internet allows us to reduce printing and delivery costs and lessen adverse environmental impacts. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials.

Solicitation of Proxies

We will pay the cost of soliciting proxies on behalf of the board of directors. Our directors, officers and other employees may solicit proxies by mail, personal interview, telephone or electronic communication. None of them will receive any special compensation for these efforts.

We have retained the services of Georgeson LLC (“Georgeson”) to assist us in soliciting proxies. Georgeson may solicit proxies by personal interview, mail, telephone or electronic communications. We expect to pay Georgeson its customary fee, approximately $10,000, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We also have made arrangements with brokerage firms, banks, nominees and other fiduciaries to forward proxy materials to beneficial owners of shares. We will

reimburse such record holders for the reasonable out-of-pocket expenses incurred by them in connection with forwarding proxy materials. Proxies solicited hereby will be tabulated by an inspector of election, who will be designated by the board of directors and will not be an employee or director of Fiserv, Inc.

Holders Entitled to Vote

The board of directors has fixed the close of business on March 18, 2020 as the record date for determining the shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, there were 676,336,158 shares of common stock outstanding and entitled to vote, and we had no other classes of securities outstanding.

All of these shares are to be voted as a single class, and you are entitled to cast one vote for each share you held as of the record date on all matters submitted to a vote of shareholders.

Voting Your Shares

You may vote:

By Internet

Visit www.proxyvote.com

By telephone

Dial toll-free 1-800-690-6903

By mailing your proxy card

If you requested a printed copy of the proxy materials, mark your vote on the proxy card, sign and date it, and return it in the enclosed envelope.

Attending the virtual annual meeting

You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/FISV2020.


05		2020 Proxy Statement

Voting through the Internet or by telephone. You may direct your vote by proxy without attending the annual meeting. You can vote by proxy via the Internet or by telephone until 11:59 p.m. (ET) on May 13, 2020 by following the instructions provided in the Notice. Shareholders voting via the Internet or by telephone will bear any costs associated with electronic or telephone access, such as usage charges from Internet access providers and telephone companies.

Voting by proxy card. If you requested a printed copy of the proxy materials, you may vote by returning a proxy card that is properly signed and completed. The shares represented by that card will be voted as you have specified.

Banks, brokers or other nominees. Shareholders who hold shares through a bank, broker or other nominee may vote by the methods that their bank or broker makes available, in which case the bank or broker will include instructions with the Notice or this proxy statement. If you wish to vote at the virtual annual meeting online, you may do so using the 16-digit control number included on the instructions that accompanied your Notice or proxy statement.

401(k) savings plan. An individual who had a beneficial interest in shares of our common stock allocated to his or her account under a Fiserv 401(k) savings plan as of March 18, 2020, whether at Vanguard or Merrill Lynch, may vote the shares of common stock allocated to his or her account at the applicable plan administrator as of such date. We will provide instructions to participants regarding how to vote. If no direction is provided by the participant about how to vote his or her shares by 11:59 p.m. (ET) on May 11, 2020, the trustee of the applicable 401(k) savings plan will vote the shares in the same manner and in the same proportion as the shares for which voting instructions are received from other participants, except that either trustee, in the exercise of its fiduciary duties, may determine that it must vote the shares in some other manner.

Participating in the Meeting

This year’s annual meeting will be accessible through the Internet. This change is being made due to an abundance of caution related to the coronavirus (COVID-19), and the priority we place on the health and well-being of our shareholders, partners and employees. The annual meeting will also be accessible to all shareholders regardless of their physical location and we expect to offer the same type of participation opportunities during the meeting as we have at past in-person meetings.

You are entitled to participate in the annual meeting if you were a shareholder as of the close of business on March 18, 2020. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/FISV2020, you will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9.30 a.m. (CT), and you should allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call 1-800-586-1548 (toll free in the U.S.) or 303-562-9288 (international) for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.

Whether or not you participate in the annual meeting, it is important that your shares be part of the voting process. The other methods by which you may vote are described above.

This year’s shareholders question and answer session will include questions submitted in advance of, and questions submitted live during, the annual meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/FISV2020. We expect to respond to questions during the annual meeting, and may also respond to questions on an individual basis or by posting answers on our Investor Relations website after the meeting.


06		2020 Proxy Statement

Proxies

Jeffery W. Yabuki, Chairman and Chief Executive Officer, Frank J. Bisignano, President and Chief Operating Officer, and Lynn S. McCreary, Chief Legal Officer and Secretary, have been selected by the board of directors as proxy holders and will vote shares represented by valid proxies. All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies.

If nothing is specified, the proxies will be voted: “FOR” each of the board’s nominees for director; “FOR” proposals two and three; and “AGAINST” proposal four, if properly presented at the annual meeting.

Our board of directors is unaware of any other matters that may be presented for action at our annual meeting. If other matters do properly come before the annual meeting or any adjournments or postponements thereof, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.

You may revoke your proxy at any time before it is exercised by doing any of the following:

• entering a new vote using the Internet or by telephone

• giving written notice of revocation to Lynn S. McCreary, Chief Legal Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045

• submitting a subsequently dated and properly completed proxy card

• attending the virtual annual meeting and voting at the virtual annual meeting online

However, if your shares are held of record by a bank, broker or other nominee, you must obtain a proxy issued in your name from the record holder.

Quorum

The presence, at the virtual annual meeting online or by proxy, of at least a majority of the outstanding shares of common stock entitled to vote at the annual meeting will constitute a quorum for the transaction of business. Holders of shares that abstain from voting or that are subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. In the event there are not sufficient votes for a quorum or to approve a proposal at the time of the annual meeting, the annual meeting may be adjourned or postponed, in our sole discretion, in order to permit the further solicitation of proxies.


Required Vote

Proposal		Voting Standard

1.	Election of directors	A director will be elected if the number of shares voted “for” that director’s election exceeds the number of votes cast “withheld” with respect to that director’s election.

2.	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement	To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020	To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

4.	To vote on a shareholder proposal requesting the company provide political spending disclosure, if properly presented at the annual meeting	To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

For each of these proposals, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome.


07		2020 Proxy Statement


		Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 28, 2020 by: each current director and director nominee; each executive officer appearing in the Summary Compensation Table; all directors and executive officers as a group; and any person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock based on our review of the reports regarding ownership filed with the Securities and Exchange Commission in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Name and Address of Beneficial Owner⁽¹⁾

Number of Shares of
Common Stock
Beneficially Owned⁽²⁾

Percent of Class⁽³⁾

New Omaha Holdings L.P.⁽⁴⁾

c/o Kohlberg Kravis & Roberts & Co. L.P.

9 West 57^th Street, Suite 4200

New York, New York 10019

110,425,667

16.2%

T. Rowe Price Associates, Inc.⁽⁵⁾

100 E. Pratt Street

Baltimore, Maryland 21202

54,890,998

8.0%

The Vanguard Group, Inc.⁽⁶⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

45,824,460

6.7%

BlackRock, Inc.⁽⁷⁾

55 East 52nd Street

New York, New York 10055

43,225,865

6.3%

Jeffery W. Yabuki⁽⁸⁾

3,319,442

Frank J. Bisignano⁽⁹⁾

4,787,386

Robert W. Hau

336,695

Devin B. McGranahan

191,986

Byron C. Vielehr

505,205

Alison Davis

28,044

Henrique de Castro

6,790

Harry F. DiSimone

6,101

Dennis F. Lynch

58,262

Heidi G. Miller⁽¹⁰⁾

68,356

Scott C. Nuttall⁽¹¹⁾

30,523

Denis J. O’Leary

126,058

Doyle R. Simons

169,070

All directors and executive officers as a group (16 people)

11,013,834

1.6%

* Less than 1%.

(1) Unless otherwise indicated, the address for each beneficial owner is care of Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045.

(2) All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities

and Exchange Commission or information provided to us by such beneficial owners. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws.


08		2020 Proxy Statement

Includes stock options, which, as of February 28, 2020, were exercisable currently or within 60 days: Mr. Yabuki – 2,711,579; Mr. Bisignano – 3,386,479; Mr. Hau – 279,982; Mr. McGranahan – 152,637; Mr. Vielehr – 469,343; Ms. Davis – 19,150; Mr. DiSimone – 960; Mr. Lynch – 42,008; Ms. Miller – 47,929; Mr. O’Leary – 54,512; Mr. Simons – 54,512; and all directors and executive officers as a group – 8,332,384.

Includes restricted stock units, which, as of February 28, 2020, would vest within 60 days: Mr. Hau – 25,404.

Includes shares deferred under vested restricted stock units that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Ms. Davis – 6,054; Mr. Lynch – 14,918; Mr. O’Leary – 27,349; Mr. Simons – 36,466; and all directors as a group – 84,787.

Also includes shares eligible for issuance in connection with the deferral of cash compensation that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 68; Mr. DiSimone – 455; Ms. Miller – 202; Mr. Nuttall – 223; Mr. O’Leary – 35,397; Mr. Simons – 39,596; and all directors as a group – 75,941.

(3) On February 28, 2020, there were 682,141,679 shares of common stock outstanding. Percentages are calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options exercisable by the holder thereof within 60 days, shares due upon vesting of restricted stock units within 60 days, and shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the non-employee director deferred compensation plan that may be distributed within 60 days, are deemed outstanding for the purposes of calculating the number and percentage owned by such shareholder but not deemed outstanding for the purpose of calculating the percentage of any other person.