UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2019
 
Fiserv, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Wisconsin
 
0-14948
 
39-1506125
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of Principal Executive Offices, Including Zip Code)
(262) 879-5000
(Registrant’s telephone number, including area code)
 
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
 
FISV
 
The NASDAQ Stock Market LLC
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 5.07.    Submission of Matters to a Vote of Security Holders.

Fiserv, Inc. (the “Company”) held its annual meeting of shareholders on May 22, 2019. At that meeting, the Company’s shareholders voted on five 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
Alison Davis
 
309,760,523
 
833,354
 
34,851,660
Harry F. DiSimone
 
308,344,336
 
2,249,541
 
34,851,660
John Y. Kim
 
309,718,809
 
875,068
 
34,851,660
Dennis F. Lynch
 
304,274,544
 
6,319,333
 
34,851,660
Denis J. O’Leary
 
303,281,426
 
7,312,451
 
34,851,660
Glenn M. Renwick
 
306,946,371
 
3,647,506
 
34,851,660
Kim M. Robak
 
304,884,404
 
5,709,473
 
34,851,660
JD Sherman
 
309,687,603
 
906,274
 
34,851,660
Doyle R. Simons
 
304,252,569
 
6,341,308
 
34,851,660
Jeffery W. Yabuki
 
308,457,545
 
2,136,332
 
34,851,660

Approval of Amended and Restated Employee Stock Purchase Plan

The Company’s shareholders approved the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan by the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
307,486,449
 
2,238,252
 
869,176
 
34,851,660

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 2019 proxy statement by the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
287,977,519
 
21,541,678
 
1,074,680
 
34,851,660




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, 2019 by the following votes:
Votes For
 
Votes Against
 
Abstentions
333,745,654
 
10,891,479
 
808,404

Shareholder Proposal Requesting a Political Contribution Report

The Company’s shareholders rejected a shareholder proposal requesting the Company provide a political contribution report by the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
134,895,478
 
173,401,432
 
2,296,967
 
34,851,660





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 22, 2019
 
By:
 
/s/ Robert W. Hau
 
 
 
 
Robert W. Hau
 
 
 
 
Chief Financial Officer and Treasurer