Edgar Filing: FISERV INC

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

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 president and chief executive 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

Approval of Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan (“Amended ESPP”)

Our board of directors is seeking shareholder approval of the Amended ESPP to allow employees to continue to have the opportunity to purchase shares of our common stock on favorable terms in order to further align their interests with those of our shareholders.

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 9, 2019

You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to be held at our office in Brookfield, Wisconsin on Wednesday, May 22, 2019 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 2019 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, 2018. We welcome your comments or inquiries about our business that would be of general interest to shareholders during the meeting.

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 annual meeting in person, 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

President and Chief Executive Officer

LOGO


		2019 Proxy Statement


		Notice of 2019 Annual Meeting of Shareholders

Time and Date:

Wednesday, May 22, 2019 at 10:00 a.m. (CT)

Place:

Fiserv, 255 Fiserv Drive, Brookfield, Wisconsin 53045

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 of the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan.

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

4.	Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019.

5.	Shareholder proposal requesting the company provide a political contribution report, 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 25, 2019.

Date of Mailing:

On April 9, 2019, 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 9, 2019

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 22, 2019: The proxy statement, 2018 Annual Report on Form 10-K and the means to vote by Internet are available at http://www.proxyvote.com.

LOGO


		2019 Proxy Statement


		Proxy Statement Table of Contents


Proxy Statement Summary			01

Proxy and Voting Information			06

Security Ownership of Certain Beneficial Owners and Management			09

Proposal 1. Election of Directors			12
Our Board of Directors			12
Majority Voting			12
Nominees for Election			13
Corporate Governance			19
Director Compensation			26

Proposal 2. Approval of the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan			30

Proposal 3. Advisory Vote to Approve Executive Compensation			34
Compensation Discussion and Analysis			36
Compensation Committee Report			49
Compensation Committee Interlocks and Insider Participation			49
Executive Compensation			50
Summary Compensation Table			50
Grants of Plan-Based Awards in 2018			52
Outstanding Equity Awards at December 31, 2018			53
Option Exercises and Stock Vested During 2018			55
Non-Qualified Deferred Compensation in 2018			55
Potential Payments Upon Termination or Change in Control			56
Pay Ratio			65
Section 16(a) Beneficial Ownership Reporting Compliance			66

Proposal 4. 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 5. Shareholder Proposal			69
Fiserv’s Statement in Opposition			70

Other Matters			71
Shareholder Proposals for the 2020 Annual Meeting			71
Proxy Statement and Annual Report Delivery			71

Appendix A – Non-GAAP Financial Measures			72

Appendix B – Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan			75


		2019 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:		Wednesday, May 22, 2019 at 10:00 a.m. (CT)

Place:		Fiserv 255 Fiserv Drive Brookfield, Wisconsin 53045

Record Date:		March 25, 2019

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 in person at the annual meeting (shareholders who hold shares through a bank, broker or other nominee must obtain a legal proxy from the bank, broker or other nominee granting the right to vote).

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 2019 annual meeting of shareholders. This proxy statement is being made available on or about April 9, 2019 to our shareholders entitled to vote at the annual meeting.

Purposes of Annual Meeting


01		2019 Proxy Statement


Agenda Item		Board Vote Recommendation	Page Reference for More Detail

3.	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	34

4.	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 2019.	FOR	67

5.	Shareholder Proposal Requesting a Political Contribution Report (if properly presented) 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, as further described herein, we do not believe that this proposal is in the best interest of our company or our shareholders.	AGAINST	69

Executing on Our Strategy

In 2018, we generated GAAP revenue growth of 2% and internal revenue growth of 4.5% compared to 2017 as well as GAAP earnings per share from continuing operations of $2.87 and adjusted earnings per share of $3.10. This represents a slight increase in GAAP earnings per share from continuing operations, and a 25% increase in adjusted earnings per share, compared to 2017, in each case as adjusted for the two-for-one split of our common stock completed in March 2018. We had net cash provided by operating activities of $1.55 billion and free cash flow of $1.31 billion in 2018, a 5% and 7% increase, respectively, compared to the prior year. We also made progress in strategic areas that we believe will enhance our future results, and we continued to enhance our level of competitive differentiation which we believe is essential to sustaining future growth. As discussed further in the “Compensation Discussion and Analysis” section of this proxy statement, our named executive officer compensation for 2018 was paid or awarded in the context of these results.

Internal revenue growth, adjusted earnings per share and free cash flow are non-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and reconciliations to the most directly comparable GAAP measures.

Recent Governance Matters

In 2018, we added a new independent director to our board, making him the fourth new independent director to join our board in the last five years.


02		2019 Proxy Statement

Recent Compensation Matters

In 2018, 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 the company’s achievement of internal revenue growth goals (60%) and total shareholder return as compared to the S&P 500 Index (40%), subject to attaining a threshold level of adjusted income from continuing operations over such three-year period. In 2018, about three-quarters of the compensation we awarded to all our named executive officers was in the form of equity.

In 2018, to further align the terms of the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) with current best practices, our compensation committee approved amendments to our Incentive Plan to, among other things, impose a one-year minimum vesting requirement for equity awards, prohibit the cash buyout of underwater stock options, and clarify that certain shares cannot be re-credited to the Incentive Plan reserve.

Our compensation committee also added a performance objective to our named executive officers’ cash incentive awards for 2018 performance based on the committee’s assessment of progress with respect to strategic initiatives including employee engagement and client initiatives.

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.”

Recent Developments

On January 16, 2019, we announced that we had entered into a definitive merger agreement to acquire First Data Corporation (“First Data”) in an all-stock transaction for an equity value of approximately $22 billion as of the announcement. The transaction is expected to close during the second half of 2019, subject to customary closing conditions, regulatory approvals and shareholder approval for both companies. The special meeting of Fiserv shareholders to approve the issuance of shares in connection with the transaction will be held on April 18, 2019 and is subject to a separate notice of special meeting and joint proxy and consent solicitation statement/prospectus.

Fiserv and First Data have agreed to certain governance terms in the merger agreement which will become effective as of the effective time of the merger. At the effective time, the Fiserv chief executive officer will continue to serve as the chief executive officer of Fiserv and become the chairman of the board of directors of Fiserv, and the First Data chief executive officer will become the president and chief operating officer of Fiserv and will serve as a Fiserv director. In addition, at the effective time of the merger, the board of directors of Fiserv will consist of ten directors. Six of the directors will be individuals designated by Fiserv, consisting of five independent directors of Fiserv and the Fiserv chief executive officer, and four of the directors will be individuals designated by First Data, consisting of two independent directors of First Data, the First Data chief executive officer and one director of First Data designated by and affiliated with New Omaha Holdings L.P. (“New Omaha”), which is expected to own approximately 16% of our outstanding shares upon the closing of the merger, in accordance with a shareholder agreement between Fiserv and New Omaha. At the effective time, a director designated by Fiserv will be appointed as the lead independent director of the board. In addition, at the effective time, the board of directors of Fiserv will have at least three standing committees: (1) an audit committee; (2) a compensation committee; and (3) a nominating and corporate governance committee, each with three to four members and at least one qualified director designated by First Data. At the effective time, the chairperson of the compensation committee will be a director designated by First Data. As of the date of this proxy statement, other than as indicated above, the individuals to serve on the Fiserv board at the effective time have not been determined.

We encourage you to review the “Corporate Governance – First Data Transaction” section of this proxy statement for a more detailed description of anticipated corporate governance changes.


03		2019 Proxy Statement

Compensation Practices


What We Do
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. We provide cash incentive awards based on achievement of annual performance objectives and equity compensation 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.						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. 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. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock. We have a compensation recoupment, or “clawback,” policy.



What We Don’t Do
We don’t provide separate pension programs or a supplemental executive retirement plan to our named executive officers. We don’t have excise tax gross-up arrangements with any of our executive officers.						We generally don’t provide significant personal-benefit perquisites to our named executive officers.


04		2019 Proxy Statement

Board Nominees

The board met seven times during 2018 and each of our directors attended 75% or more of the aggregate number of meetings of the board and the committees on which he or she served, in each case while the director was serving on our board of directors or such committees, as applicable, during 2018. The following table provides summary information on each director nominee. All candidates were nominated in accordance with the company’s governance guidelines. For more information about each director nominee, please see their full biographies beginning on page 13. In addition, please see page 24 for more information on how the proposed acquisition of First Data would impact the composition of our board of directors.

Name

Age

Director
Since

Principal Occupation

Independent

Current Committee
Memberships

Alison Davis

2014

Advisor, Fifth Era

Audit

Harry F. DiSimone

2018

President, Commerce Advisors, Inc.

Compensation

John Y. Kim

2016

Retired; Former President, New York

Life Insurance Company

Audit

Dennis F. Lynch

2012

Retired; Former Chairman,

Cardtronics plc

Compensation

Nominating
and Corp.
Governance*

Denis J. O’Leary

2008

Investor

Audit*

Nominating
and Corp.
Governance

Glenn M. Renwick

2001

Chairman, Fiserv, Inc.

Kim M. Robak

2003

Partner, Mueller Robak, LLC

Compensation

Nominating
and Corp.
Governance

JD Sherman

2015

President and Chief Operating Officer,

HubSpot, Inc.

Audit

Doyle R. Simons

2007

Retired; Former President and Chief

Executive Officer, Weyerhaeuser Company

Compensation*

Jeffery W. Yabuki

2005

President and Chief Executive Officer,

Fiserv, Inc.

* Committee Chair


05		2019 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 Wednesday, May 22, 2019 at 10:00 a.m. (CT), or at any adjournment or postponement of the meeting. On April 9, 2019, 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 25, 2019 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 392,087,587 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.

In person

If you are a shareholder of record you may join us in person at the annual meeting to be held at our Brookfield, Wisconsin headquarters.


06		2019 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 21, 2019 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 in person at the annual meeting, you must obtain a legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the annual meeting.

401(k) savings plan. An individual who has a beneficial interest in shares of our common stock allocated to his or her account under the Fiserv, Inc. 401(k) savings plan may vote the shares of common stock allocated to his or her account. 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 19, 2019, the trustee of the Fiserv, Inc. 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 the trustee, in the exercise of its fiduciary duties, may determine that it must vote the shares in some other manner.

Proxies

Glenn M. Renwick, Chairman of the board of directors, Jeffery W. Yabuki, President and Chief Executive 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, three and four; and “AGAINST” proposal five, 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 annual meeting and voting in person

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, in person 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.


07		2019 Proxy Statement


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 the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan	To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

3.	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.

4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019	To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

5.	To vote on a shareholder proposal requesting the company provide a political contribution report, 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.


08		2019 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 March 1, 2019 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⁾

T. Rowe Price Associates, Inc.⁽⁴⁾ 100 E. Pratt Street Baltimore, Maryland 21202	42,970,342	11.0%

The Vanguard Group, Inc.⁽⁵⁾ 100 Vanguard Blvd. Malvern, Pennsylvania 19355	42,550,220	10.9%

BlackRock, Inc.⁽⁶⁾ 55 East 52nd Street New York, New York 10055	31,345,393	8.0%

Massachusetts Financial Services Company⁽⁷⁾ 111 Huntington Avenue Boston, Massachusetts 02199