UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 16, 2022, the Board of Directors (the “Board”) of Fiserv, Inc. (the “Company”), upon the recommendation of the Talent and Compensation Committee of the Board, adopted the Fiserv, Inc. Executive Officer Cash Severance Policy (the “Policy”), which provides that if the Company enters into or establishes any new employment, severance or separation agreement, or severance plan or policy, with or for the benefit of any executive officer of the Company that provides for Cash Severance Benefits (as defined in the Policy) that exceeds 2.99 times the sum of the Base Salary (as defined in the Policy) plus Target Bonus (as defined in the policy) of the executive officer, the Company will include an advisory vote on the approval of such new severance arrangement at its next Annual Meeting of Shareholders.
This description of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 16, 2022, the Board approved an amendment and restatement of the amended and restated by-laws (as amended, the “By-laws”) of the Company to (a) align Sections 5 and 10 of Article II of the By-laws with the Securities and Exchange Commission’s new requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; (b) modify the provisions relating to meeting adjournment procedures in Section 8(b) of Article II of the By-laws; (c) update references to the “chairman” of the Board to “chair” throughout the By-laws; and (d) make certain other minor changes to Article I – Offices, Section 13, Article III – Committees, and Section 14, Article III – Compensation of Directors.
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 November 16, 2022 | |
| 10.1 | Fiserv, Inc. Executive Officer Cash Severance Policy* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | This exhibit is a management contract or compensatory plan or arrangement. |
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 21, 2022 | By: | /s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer | ||||||