Form 8-K

 

 

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 25, 2011

 

 

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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Fiserv, Inc. held its annual meeting of shareholders on May 25, 2011. At that meeting, the shareholders voted on four matters: (i) the election of four directors to serve until the annual meeting of shareholders in 2014 and until his successor is elected and qualified; (ii) an advisory vote on the compensation of Fiserv’s named executive officers; (iii) an advisory vote on the frequency of an advisory vote on the compensation of Fiserv’s named executive officers; and (iv) the ratification of the appointment of Deloitte & Touche LLP as Fiserv’s independent registered public accounting firm for the year ending December 31, 2011.

Election of Directors

The nominees for directors were elected by the following votes:

 

     Votes Cast  
     For      Withheld      Broker Non-Votes  

Donald F. Dillon

     110,614,765         980,126         16,353,429   

Denis J. O’Leary

     111,262,040         332,851         16,353,429   

Glenn M. Renwick

     105,842,474         5,752,417         16,353,429   

Carl W. Stern

     111,234,261         360,630         16,353,429   

Advisory Vote on Named Executive Officer Compensation

Fiserv’s shareholders approved, on an advisory basis, the compensation of its named executive officers as disclosed in the 2011 proxy statement by the following votes:

 

Votes Cast  

For

     Against      Abstain      Broker Non-Votes  
  104,584,096         6,766,350         244,445         16,353,429   

Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation

Fiserv’s shareholders approved, on an advisory basis, holding an advisory vote on the compensation of Fiserv’s named executive officers every year. The votes were as follows:

 

Votes Cast  

Every Year

     Every Two Years      Every Three Years      Abstain      Broker Non-Votes  
  102,676,272         540,770         8,191,624         186,225         16,353,429   

After taking the results of the vote into consideration, Fiserv’s board of directors has determined to include in Fiserv’s proxy materials an advisory vote on the compensation of Fiserv’s named executive officers every year until the next required vote on the frequency of shareholder advisory votes on the compensation of named executive officers.

 

1


Independent Registered Public Accounting Firm

The shareholders ratified the appointment of Deloitte & Touche LLP as Fiserv’s independent registered public accounting firm for the year ending December 31, 2011 by the following votes:

 

Votes Cast  
For      Against      Abstain  
  126,321,867         1,414,471         211,982   

 

Item 8.01. Other Events.

On January 3, 2011, Fiserv entered into an employment agreement with Mark Ernst. A copy of the agreement is filed herewith as Exhibit 10.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is being filed herewith:

 

Exhibit
No.

  

Description

10.1    Employment Agreement, dated January 3, 2011, between Fiserv, Inc. and Mark A. Ernst

 

2


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 26, 2011   By:  

/s/ Thomas J. Hirsch

    Thomas J. Hirsch
    Executive Vice President,
    Chief Financial Officer,
    Treasurer and Assistant Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Employment Agreement, dated January 3, 2011, between Fiserv, Inc. and Mark A. Ernst