Proxy Statement Summary

Proxy and Voting Information

Security Ownership of Certain Beneficial Owners and Management

Proposal 1. Election of Directors

Our Board of Directors

Majority Voting

Nominees for Election

Corporate Governance

Director Compensation

Proposal 2. Advisory Vote to Approve Executive Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards in 2014

Outstanding Equity Awards at December 31, 2014

Option Exercises and Stock Vested During 2014

Potential Payments Upon Termination or Change in Control

Section 16(a) Beneficial Ownership Reporting Compliance

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm and Fees

Audit Committee Pre-Approval Policy

Audit Committee Report

Proposal 4. Shareholder Proposal

Statement In Opposition

Other Matters

Shareholder Proposals for the 2016 Annual Meeting

Proxy Statement and Annual Report Delivery

Appendix A. Non-GAAP Financial Measures

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

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.

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 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.

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 2015.

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

Shareholder Proposal on Executive Retention of Stock            

(if properly presented)

We require all of our executive officers to maintain a significant amount of stock, we have a strong culture of stock ownership, and we have policies that align the interests of our executive officers with the long-term interests of our shareholders. In light of these considerations and the potential negative consequences that this proposal could have, we do not believe that this proposal is in the best interest of our shareholders.

Compensation Practices

What We Do

ü    Our compensation committee strives to provide total compensation at a level comparable to the 50th percentile of our peers with an opportunity for 75th percentile compensation for superior performance. In 2014, the total compensation of our chief executive officer was between the 50th and 60th percentile of our peers, and the total compensation of our other named executive officers was up to the 60th percentile of our peers.

ü     We provide cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial and operating performance by delivering incremental value to executive officers to the extent our stock price increases over time.

ü     We have a stock ownership policy that requires our executive officers to acquire and maintain a significant amount of Fiserv equity, and in 2015, we amended the terms of the equity awards granted to our executive officers to enable them to retain their awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term interests with those of our shareholders as they approach possible retirement.

ü     We have a policy that prohibits our executive officers from hedging or pledging Fiserv stock.

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

What We Don’t Do

X     In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers.

X     We don’t provide separate pension programs, a supplemental executive retirement plan or other post-retirement payments to our named executive officers.

X     We generally don’t provide personal-benefit perquisites to our named executive officers.

Name

Age

Director

Since

Principal Occupation

Independent

(Y/N)

Current Committee

Memberships

Nominating and Corp. Governance

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 on 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 over 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 Inc. (“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 returned to the board of directors and 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 23, 2015 as the record date for determining shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, there were 237,885,294 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.

Voting through the Internet or by telephone. You may direct your vote by proxy without attending the annual meeting. You can vote by proxy over the Internet or by telephone 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, 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

Daniel P. Kearney, 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: to elect each of the board’s nominees for director; to

approve the compensation of our named executive officers as disclosed in this proxy statement; to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; and against the shareholder proposal relating to executive retention of stock, 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.

Proposal

Voting Standard

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.

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015

To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

To vote on a shareholder proposal relating to executive retention of stock, if properly presented at the annual meeting

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

The Vanguard Group, Inc.⁽⁵⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

BlackRock, Inc.⁽⁶⁾

55 East 52nd Street

New York, New York 10022

Jeffery W. Yabuki

Thomas J. Hirsch

Mark A. Ernst

Rahul Gupta

Byron C. Vielehr

Alison Davis

Christopher M. Flink

Daniel P. Kearney

Dennis F. Lynch

Denis J. O’Leary

Glenn M. Renwick

Kim M. Robak

Doyle R. Simons

Thomas C. Wertheimer

All directors and executive officers as a group (18 people)

(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.

Includes stock options, which, as of March 13, 2015, were exercisable currently or within 60 days: Mr. Yabuki – 2,278,636; Mr. Hirsch – 472,030; Mr. Ernst – 268,372; Mr. Gupta – 173,925; Mr. Flink – 7,352; Mr. Kearney – 47,556; Mr. Lynch – 9,426; Mr. O’Leary – 38,854; Mr. Renwick – 54,400; Ms. Robak – 33,762; Mr. Simons – 40,540; Mr. Wertheimer – 41,420; and all directors and executive officers as a group – 3,634,692. Includes 1,596 restricted stock units held by Mr. Gupta, which, as of March 13, 2015, were due to vest within 60 days.

Includes shares deferred under vested restricted stock units: Mr. Hirsch – 14,792; Mr. Kearney – 11,326; Mr. Lynch – 3,020; Mr. O’Leary – 9,636; Mr. Renwick – 13,126; Ms. Robak – 6,288; Mr. Simons – 13,126; and all directors and executive officers as a group – 71,314.

Also includes shares eligible for issuance pursuant to the non-employee director deferred compensation plan: Mr. Kearney – 13,448; Mr. O’Leary – 14,347; Mr. Renwick – 17,663; Ms. Robak – 6,452; Mr. Simons – 15,957; and all directors as a group – 67,867.

Mr. Kearney is a trustee of the Daniel and Gloria Kearney Foundation which holds 3,400 shares of our common stock. Mr. Yabuki is a trustee of the Yabuki Family Foundation which holds 36,450 shares of our common stock. As a trustee, Mr. Kearney or Mr. Yabuki, as applicable, has voting and investment power over the shares held by the foundation. These shares are, accordingly, included in their respective reported beneficial ownership.

(3)   On March 13, 2015, there were 238,053,502 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, shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the non-employee director deferred compensation plan 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.

(4)   Based on a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) on February 13, 2015 with the Securities and Exchange Commission, which indicates that these securities are owned by various individual and institutional investors for which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. According to the Schedule 13G, Price Associates exercises sole voting power over 7,807,104 of the securities and sole dispositive power over 33,406,191 of the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

(5)   Based on a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard Group”) on February 10, 2015 with the Securities and Exchange Commission, which indicates that the Vanguard Group exercises sole voting power over 430,961 of the securities, sole dispositive power over 18,643,985 of the securities and shared dispositive power over 407,265 of the securities. According to the Schedule 13G, Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 335,165 of the securities as a result of VFTC serving as investment manager of collective trust accounts, and Vanguard Investments Australia Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 167,896 of the securities as a result of VIA serving as investment manager of Australian investment offerings.

(6)   Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on February 6, 2015 with the Securities and Exchange Commission, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, BlackRock exercises sole voting power over 11,585,570 of the securities and sole dispositive power over 13,723,116 of the securities.

Our Board of Directors

All directors will be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified.

All of the nominees for election as director at the annual meeting are incumbent directors. No nominee for director has been nominated pursuant to any agreement or understanding between us and any person, and there are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose. The affirmative vote of a majority of votes cast is required for the election of directors.

Majority Voting

Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election at any meeting of shareholders for the election of directors, other than a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. In a contested election, each director will be elected by a plurality of the votes cast with respect to that director’s election. Once our chairman of the board determines that a contested election exists in accordance with our by-laws, the plurality vote standard will apply at a meeting at which a quorum is present regardless of whether a contested election continues to exist as of the date of such meeting.

Our by-laws further provide that, in an uncontested election of directors, any nominee for director who is already serving as a director and receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation. The nominating and corporate governance committee of the board of directors will then promptly consider the tendered resignation, and the committee will recommend to the board whether to accept or reject it. Following the board’s decision, we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission that sets forth the board’s decision whether to accept the resignation as tendered, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation. Any director who tenders a resignation pursuant to this provision will not participate in the committee recommendation or the board consideration regarding whether to accept the tendered resignation.

Alison Davis, 53

• Director since 2014

• Audit Committee member

• Principal occupation: Managing Partner, Fifth Era

• Experience in global financial services, corporate strategy and financial management

Ms. Davis has been a managing partner of Fifth Era, a firm that invests in and incubates early stage technology companies, since 2011. Prior to Fifth Era, she was the managing partner of Belvedere Capital Partners, Inc., a private equity firm serving the financial services sector, from 2004 to 2010. Prior to joining Belvedere she served as chief financial officer for Barclays Global Investors, an institutional asset manager that is now part of BlackRock, Inc., from 2000 to 2003, a senior partner at A.T. Kearney, Inc., a leading global management consulting firm, from 1993 to 2000, and a consultant at McKinsey & Company, another leading global management consulting firm, from 1984 to 1993.

In the past five years, in addition to Fiserv, Ms. Davis has served as a director at the following publicly traded companies: Royal Bank of Scotland Group plc. (current), a British bank holding company, Diamond Foods, Inc. (current), a packaged food company, Unisys Corporation (current), a global information technology company, LECG Corporation (former), a consulting firm, City National Bank (former), a wholly owned subsidiary of City National Corporation which is a provider of banking, investment and trust services, and Xoom Corporation (former), a digital money transfer provider. She also currently serves as a director at Ooma, Inc., a privately held consumer telecommunications company.

The board concluded that Ms. Davis should be a director of the company because of her extensive experience in global financial services, corporate strategy and financial management.

Christopher M. Flink, 43

• Director since 2012

• Audit Committee and Nominating and Corporate Governance Committee member

• Principal occupation: Partner, IDEO

• Experience with innovative technologies and helping companies innovate and grow

Mr. Flink is a partner at the innovation and design firm IDEO where he leads key client relationships, guiding portfolios of innovation projects in retail, education and consumer products. In his 17 years at IDEO, Mr. Flink has held a variety of roles, from heading the firm’s Consumer Experience Design practice to co-founding its New York office. Mr. Flink also teaches at Stanford University where he is a lecturer at the Graduate School of Business, a consulting associate professor at the Hasso Plattner Institute of Design (d.school), and a member of the d.school’s leadership team.

In the past five years, in addition to Fiserv, Mr. Flink has served as a director of E*TRADE Financial Corporation (current), a publicly traded financial services company.

The board concluded that Mr. Flink should be a director of the company because of his strong understanding of innovative technologies and his 20 years of experience helping companies of all kinds innovate and grow.

Daniel P. Kearney, 75

•  Chairman since 2014

•  Director since 1999

•  Principal occupation: Financial Consultant

•  Experience in the banking, insurance and legal industries for over 40 years

Mr. Kearney is a financial consultant and served as Chief Investment Officer of Aetna, Inc. from 1991 to 1998. In 1995, he assumed the additional responsibility of President of Aetna’s annuity, pension and life insurance division, retiring in 1998. Prior to joining Aetna, Mr. Kearney was President and Chief Executive Officer of the Resolution Trust Corporation Oversight Board. Before that, he was a principal at Aldrich, Eastman and Waltch, Inc., a Boston-based pension fund advisor. From 1977 to 1988, Mr. Kearney was with Salomon Brothers, Inc. as Managing Director of its Real Estate Financing Department and a founder of its Mortgage Securities Department, and from 1976 to 1977 he was Associate Director of the United States Office of Management and Budget. He served as President of the Government National Mortgage Association (Ginnie Mae) from 1974 to 1976, Deputy Assistant Secretary of the Department of Housing and Urban Development from 1973 to 1974, and as Executive Director of the Illinois Housing Development Authority from 1969 to 1973. Previously, he was in private law practice in Chicago, Illinois.

In the past five years, in addition to Fiserv, Mr. Kearney has served as a director at the following publicly traded companies: non-executive Chairman of MBIA, Inc. (current), a financial guarantor, and MGIC Investment Corporation (former), a mortgage insurance company.

The board concluded that Mr. Kearney should be a director of the company because of his over 40 years of experience in the banking, insurance and legal industries.

Dennis F. Lynch, 66

•  Director since 2012

•  Compensation Committee member

•  Principal occupation: Chairman, Cardtronics, Inc.

•  Experience in the payments industry for over 30 years

Mr. Lynch is Chairman of Cardtronics, Inc., a publicly traded company and the largest owner and operator of retail ATMs worldwide. He was appointed Chairman in 2010 and has served as a director of Cardtronics since 2008. Mr. Lynch is also a board member, and former Chairman, of the Secure Remote Payments Council, a cross-industry organization dedicated to accelerating the growth, development and market adoption of more secure e-commerce and mobile payments. He previously served as: Chairman and Chief Executive Officer of RightPath Payments, Inc. from 2005 to 2008; a director of Open Solutions, Inc. from 2005 to 2007; President and Chief Executive Officer of NYCE Corporation from 1996 to 2004; and Chairman of Yankee 24 ATM Network from 1988 to 1990.

In the past five years, in addition to Fiserv, Mr. Lynch has served as a director of Cardtronics, Inc. (current).

The board concluded that Mr. Lynch should be a director of the company because he has over 30 years of experience in the payments industry and is a leader in the introduction and growth of payment solutions.

Denis J. O’Leary, 58

•  Director since 2008

•  Audit Committee and Nominating and Corporate Governance Committee member

•  Principal occupation: Managing Partner, Encore Financial Partners, Inc.

•  Experience in the banking and information technology industries

In 2009, Mr. O’Leary became Managing Partner of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States. From 2006 to 2009, he was a senior advisor to The Boston Consulting Group with respect to the enterprise technology, financial services and consumer payments industries. Through early 2003, he spent 25 years at J.P. Morgan Chase & Company and its predecessors in various capacities, including Director of Finance, Chief Information Officer, Head of Retail Branch Banking, Managing Executive of Lab Morgan, and, from 1994 to 2003, Executive Vice President.

In the past five years, in addition to Fiserv, Mr. O’Leary has served as a director of McAfee, Inc. (former), a formerly publicly traded supplier of computer security solutions. He also currently serves as a director at CrowdStrike, Inc., a privately held computer security software company, Hamilton State Bancshares, Inc., a privately held bank holding company, and The Warranty Group, Inc., a privately held provider of extended warranty programs and related benefits.

The board concluded that Mr. O’Leary should be a director of the company because of his extensive knowledge of and experience in both the banking and information technology industries.

Glenn M. Renwick, 59

•  Director since 2001

•  Compensation Committee chair

•  Principal occupation: Chairman, President and Chief Executive Officer, The Progressive Corporation

•  Experience in business leadership and information technology

Mr. Renwick is Chairman, President and Chief Executive Officer of The Progressive Corporation, a publicly traded property and casualty insurance company. Before being named Chief Executive Officer in 2001, Mr. Renwick served as Chief Executive Officer – Insurance Operations and Business Technology Process Leader from 1998 through 2000. Prior to that, he led Progressive’s consumer marketing group and served as president of various divisions within Progressive. Mr. Renwick joined Progressive in 1986 as Auto Product Manager for Florida.

In the past five years, in addition to Fiserv, Mr. Renwick has served as a director at the following publicly traded companies: The Progressive Corporation (current) and UnitedHealth Group Incorporated (current), a provider of health insurance.

The board concluded that Mr. Renwick should be a director of the company because he is an accomplished business leader with significant information technology experience.

Kim M. Robak, 59

•  Director since 2003

•  Nominating and Corporate Governance Committee chair

•  Principal occupation: Partner at Mueller Robak, LLC

•  Experience in the fields of law, government and technology

Ms. Robak has been a partner at Mueller Robak, LLC, a government relations firm, since 2004. Prior to that, Ms. Robak was Vice President for External Affairs and Corporation Secretary at the University of Nebraska from 1999 to 2004. Ms. Robak served as the Lieutenant Governor of the State of Nebraska from 1993 to 1999, as Chief of Staff from 1992 to 1993, and as Legal Counsel from 1991 to 1992. Prior to 1991, Ms. Robak was a partner at the law firm Rembolt Ludtke Milligan and Berger. During her tenure in state government, she chaired the Governor’s Information Resources Cabinet and led the Information Technology Commission of Nebraska.

Ms. Robak also currently serves as a director at Ameritas Mutual Holding Company, a privately held provider of life insurance, annuities, and mutual funds, Ameritas Life Insurance Corporation, a privately held life insurance company, and Union Bank & Trust Company, a privately held financial institution.

The board concluded that Ms. Robak should be a director of the company because she is an accomplished businessperson and community leader who brings a variety of experiences to the board through her work in the fields of law, government and technology.

Doyle R. Simons, 51

•  Director since 2007

•  Compensation Committee member

•  Principal occupation: President and Chief Executive Officer, Weyerhaeuser Company

•  Experience in senior management, financial and legal matters

Mr. Simons is President and Chief Executive Officer of Weyerhaeuser Company, a publicly traded company focused on timberlands and forest products. Prior to joining Weyerhaeuser in 2013, Mr. Simons served in a variety of roles for Temple-Inland, Inc., a formerly publicly traded manufacturing company focused on corrugated packaging and building products which was acquired in 2012. From 2007 to early 2012, he served as the Chairman and Chief Executive Officer; from 2005 to 2007, he was Executive Vice President; from 2003 to 2005, he served as its Chief Administrative Officer; from 2000 to 2003, he was Vice President – Administration; and from 1994 to 2000, he served as Director of Investor Relations.

In the past five years, in addition to Fiserv, Mr. Simons has served as a director at the following publicly traded companies: Weyerhaeuser Company (current) and Temple-Inland, Inc. (former).

The board concluded that Mr. Simons should be a director of the company because he is an accomplished businessperson with diverse experiences in senior management and financial and legal matters.

Thomas C. Wertheimer, 74

•  Director since 2003

•  Audit Committee chair

•  Principal occupation: Financial Consultant

•  Experience in accounting, auditing and financial reporting matters

Mr. Wertheimer is a Certified Public Accountant and a retired Senior Audit Partner of PricewaterhouseCoopers (“PwC”). He served as lead audit partner for a number of key multinational and national clients of PwC, including publicly held automotive manufacturing, financial services and retail companies. He also held technical accounting and audit quality positions including Director of Accounting, Auditing and SEC for the Midwest Region of Coopers & Lybrand. Mr. Wertheimer served on the Board of Partners at Coopers & Lybrand from 1995 until its merger with Price Waterhouse in 1998. From 2003 to 2007, he was a consultant to the Public Company Accounting Oversight Board, assisting in designing and executing its program of inspection of registered accounting firms.

In the past five years, in addition to Fiserv, Mr. Wertheimer has served as a director at the following publicly traded companies: Vishay Intertechnology, Inc. (current), an electronic component manufacturer, and Xinyuan Real Estate Co., Ltd. (former), a residential real estate developer in China.

The board concluded that Mr. Wertheimer should be a director of the company because of his extensive knowledge of and experience in accounting, auditing and financial reporting matters.

Jeffery W. Yabuki, 55

•  Director since 2005

•  Principal occupation: President and Chief Executive Officer, Fiserv, Inc.

•  Experience in senior management positions including as chief executive officer of the company

Mr. Yabuki has served as our President and Chief Executive Officer since 2005. Before joining Fiserv, Mr. Yabuki served as Executive Vice President and Chief Operating Officer for H&R Block, Inc., a financial services firm, from 2002 to 2005. From 2001 to 2002, he served as Executive Vice President of H&R Block and from 1999 to 2001, he served as the President of H&R Block International. From 1987 to 1999, Mr. Yabuki held various executive positions with American Express Company, a financial services firm, including President and Chief Executive Officer of American Express Tax and Business Services, Inc.

Mr. Yabuki also currently serves as a director at Ixonia Bancshares, Inc., a privately held bank holding company.

The board concluded that Mr. Yabuki should be a director of the company because he has extensive senior management experience and serves as the chief executive officer of the company.

Name

Daniel P. Kearney

Chairman of the Board

Alison Davis

Christopher M. Flink

Dennis F. Lynch

Denis J. O’Leary

Glenn M. Renwick

Kim M. Robak

Doyle R. Simons

Thomas C. Wertheimer

Jeffery W. Yabuki

Director Independence

Our board of directors has determined that Alison Davis, Christopher M. Flink, Daniel P. Kearney, Dennis F. Lynch, Denis J. O’Leary, Glenn M. Renwick, Kim M. Robak, Doyle R. Simons and Thomas C. Wertheimer are “independent” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). In addition, our board of directors determined that Donald F. Dillon, who served as Chairman of the board of directors until May 28, 2014, was independent. Mr. Yabuki is not independent because he is a current employee of Fiserv.

Board Meetings and Attendance

During our fiscal year ended December 31, 2014, our board of directors held five meetings. Each director attended at least 75% of the aggregate of the number of meetings of the board of directors and the number of meetings held by all committees of the board on which she or he served, in each case while the director was serving on our board of directors. Our directors meet in executive session without management present at each regular meeting of the board of directors.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2014 annual meeting of shareholders attended the meeting.

Board Leadership

We separate the roles of chief executive officer and Chairman of the board to allow our leaders to focus on their respective responsibilities. Our chief executive officer is responsible for setting our strategic direction and providing day-to-day leadership. Our Chairman provides guidance to our chief executive officer, sets the agenda for board meetings and presides over meetings of the full board. Our board recognizes the time, effort and energy that our chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman.

Our board believes that having separate positions provides a clear delineation of responsibilities for each position and enhances the ability of each leader to discharge his duties effectively which, in turn, enhances our prospects for success.

Audit Committee

Mr. Wertheimer (Chair)

Ms. Davis

Mr. Flink

Mr. O’Leary

Number of Meetings held in 2014: 7

Compensation Committee

Mr. Renwick (Chair)

Mr. Lynch

Mr. Simons

Number of Meetings held in 2014: 5

Duties:

The compensation committee of the board of directors is responsible for overseeing executive officer compensation. The compensation committee’s responsibilities include: approval of executive officer compensation and benefits; administration of our equity incentive plans including compliance with executive stock ownership requirements; and approval of severance or similar termination payments to executive officers. Each of the members of the compensation committee is a non-employee director and “independent” as defined by applicable NASDAQ rules. Additional information regarding the compensation committee and our policies and procedures regarding executive compensation, including, among other matters, our use of compensation consultants and their role, and management’s role, in determining compensation, is provided below under the heading “Compensation Discussion and Analysis – Determining and Structuring Compensation – Determining Compensation.”

Nominating and Corporate Governance Committee

Ms. Robak (Chair)

Duties:

Mr. Flink

Mr. O’Leary

Number of Meetings held in 2014: 6

The nominating and corporate governance committee assists the board of directors to identify and evaluate potential director nominees, and recommends qualified nominees to the board of directors for consideration by the shareholders. The nominating and corporate governance committee also oversees our corporate governance policies and practices. Each of the members of the nominating and corporate governance committee is independent as defined by applicable NASDAQ rules.

The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. In this regard, the nominating and corporate governance committee regularly assesses the appropriate size of the board of directors and whether any vacancies on the board of directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the committee utilizes a variety of methods to identify and evaluate director candidates. Candidates may come to the attention of the committee through current directors, professional search firms, shareholders or other persons.

The committee evaluates prospective nominees in the context of the then current constitution of the board of directors and considers all factors it believes appropriate, which include those set forth in our governance guidelines. Our governance guidelines provide that the members of our board of directors should have diverse backgrounds with outstanding business experience, proven ability and significant accomplishments through other enterprises to enable the board of directors to represent a broad set of capabilities and viewpoints. Other than as set forth in our governance guidelines, the committee does not have a formal policy with respect to diversity. The board of directors and the nominating and corporate governance committee believe the following minimum qualifications must be met by a director nominee to be recommended by the committee:

•  Each director must display the highest personal and professional ethics, integrity and values.

•  Each director must have the ability to exercise sound business judgment.

•  Each director must be highly accomplished in his or her respective field, with strong credentials and broad experience.

•  Each director must have relevant expertise and experience and be able to offer advice and guidance to our chief executive officer based on that expertise and experience.

•  Each director must be independent of any particular constituency, be able to represent all of our shareholders, and be committed to enhancing long-term shareholder value.

•  Each director must have sufficient time available to devote to activities of the board of directors and to enhance his or her knowledge of our business.

In addition, the nominating and corporate governance committee seeks to have at least one director who is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”), and we must have at least one director (who may also be an “audit committee financial expert”) who, in accordance with the NASDAQ Marketplace Rules, has past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

In making recommendations to the board of directors, the nominating and corporate governance committee examines each director nominee on a case-by-case basis regardless of who recommended the nominee. The committee will consider shareholder-recommended director nominees in accordance with the foregoing and other criteria set forth in our governance guidelines and the Nominating and Corporate Governance Committee Charter. Recommendations for consideration by the committee must be submitted in writing to the chairman of the board and/or president and the chairman of the nominating and corporate governance committee together with appropriate biographical information concerning each proposed nominee. The committee does not evaluate shareholder nominees differently than any other nominee.

Pursuant to the procedures set forth in our by-laws, shareholders may also nominate individuals to serve as directors if our corporate Secretary receives timely written notice, in proper form, of the intent to make a nomination at a meeting of shareholders. To be in proper form, the notice must, among other matters: list the name and residence address of the person or persons to be nominated; include each nominee’s

written consent to be named in our proxy statement and to serve as a director if elected; describe all arrangements or understandings between the nominating shareholder and each nominee, including any understanding with any person as to how such nominee, if elected, will act or vote on any issue or question and all direct and indirect compensation and any other material monetary arrangements during the past three years between the nominating shareholder and its affiliates and each nominee and his or her affiliates; describe information about the nominating shareholder and each nominee; and contain such other information regarding each nominee proposed by such shareholder and any such beneficial owner as would be required to be disclosed in solicitations of proxies for a contested election of directors, or would be otherwise required to be disclosed, in each case pursuant to Section 14 of the Exchange Act. To be timely, the notice must be received by the applicable deadline set forth in our by-laws. The detailed requirements for nominations are set forth in our by-laws, which were attached as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2012. A copy of our by-laws will be provided upon written request to our corporate Secretary. Additional requirements regarding shareholder proposals, including director nominations, are described below under the heading “Other Matters – Shareholder Proposals for the 2016 Annual Meeting.”

Risk Oversight

Our management is responsible for managing risk, and our board of directors is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks facing the company so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and at the committee level, regularly receives reports from management about risks faced by the company. For example, the board of directors regularly receives reports directly from our chief executive officer about, among other matters, developments in our industry so that the board may evaluate the competitive risks faced by the company. In addition, our chief financial officer, at each meeting of the board, presents information regarding our financial performance and condition in an effort to understand financial risks faced by the company. As discussed above, the positions of chief executive

officer and Chairman are held by different individuals. We believe a separate Chairman position enhances the effectiveness of our board’s risk oversight function by providing leadership to the board that is independent from those tasked with managing the risk profile of our company.

The committees of the board also play a critical role in the board’s ability to collect and assess information. The audit committee’s charter charges it with a variety of risk-related oversight duties, including:

•  coordinating the board’s oversight of our significant internal controls and disclosure controls and procedures;

•  administering our code of business conduct and ethics;

•  reviewing legal and regulatory matters that could have a material impact on the financial statements;

•  considering and approving related party transactions; and

•  establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.

At each of its quarterly meetings, the audit committee receives reports from our chief audit executive regarding significant audit findings during the quarter and management’s responses thereto. In addition, the committee regularly receives reports from our chief compliance officer and chief risk officer. Our chief risk officer leads our enterprise risk and resilience group which operates Fiserv’s enterprise risk management program. The program encompasses our business continuity planning, incident management, risk assessment, operational regulatory compliance, insurance and information security across all Fiserv businesses and support functions.

Our compensation committee regularly receives reports about our compensation programs and policies to enable it to oversee management’s administration of compensation-related risks.

The nominating and corporate governance committee also works closely with our chief legal officer and the members of the board to seek to manage risks associated with director and executive officer succession, the independence of the directors, conflicts of interest and other corporate governance related matters.

Communications with the Board of Directors

Shareholders may communicate with our board of directors or individual directors by submitting communications in writing to us at 255 Fiserv Drive, Brookfield, Wisconsin 53045, Attention: Lynn S. McCreary, Chief Legal Officer and Secretary. Communications will be delivered directly to our board of directors or individual directors, as applicable.

Review, Approval or Ratification of Transactions with Related Persons

A related person transaction is one that would require disclosure under Item 404(a) of Regulation S-K under the Exchange Act. Our board of directors has adopted a written policy that requires all related person transactions be reviewed and approved by: the audit committee of the board of directors; or, if the audit committee is not able to review the transaction for any reason (e.g., if a majority of its members are interested in a transaction), a majority of the disinterested members of the board; or, if the transaction involves the compensation of an executive

officer or director, the compensation committee of the board of directors. The policy also provides that, at least annually, each ongoing, previously approved related person transaction is to be reviewed by the body that originally approved the transaction: to ensure that it is being pursued in accordance with all of the understandings and commitments made at the time that it was previously approved; to ensure that the commitments being made with respect to such transaction are appropriately reviewed and documented; and to affirm the continuing desirability of and need for the related person arrangement.

The audit committee (or, as applicable, the board of directors or the compensation committee) will consider all relevant factors with respect to a proposed related person transaction, and will only approve such a transaction if the audit committee determines that the transaction is in our and our shareholders’ best interests or, if an alternate standard of review is imposed by applicable laws, statutes, governing documents or listing standards, if such alternate standard of review is satisfied.

Director Compensation

Objectives for Director Compensation

Quality non-employee directors are critical to our success. We believe that the two primary duties of non-employee directors are to effectively represent the long-term interests of our shareholders and to provide guidance to management. As such, our compensation program for non-employee directors is designed to meet several key objectives:

— Adequately compensate directors for their responsibilities and time commitments and for the personal liabilities and risks that they face as directors of a public company

— Attract the highest caliber non-employee directors by offering a compensation program consistent with those at companies of similar size, complexity and business character

— Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to own our stock

— Provide compensation that is simple and transparent to shareholders and reflects corporate governance best practices

— Where possible, provide flexibility in form and timing of payments

Elements of Director Compensation

The compensation committee of the board of directors reviews non-employee director compensation every other year and considers our financial performance, general market conditions and non-employee director compensation at the peer group companies set forth below under “Compensation Discussion and Analysis – Structuring Compensation – Peer Group.” We believe that the following components of our director compensation program support the objectives above:

— We provide cash compensation through retainers for board and committee service, as well as separate retainers to the chairpersons of our board committees. We do not provide board and committee meeting fees. Compensation in this manner simplifies the administration of our program and creates greater equality in rewarding service on committees of the board. The committee and committee chair retainers compensate directors for the additional responsibilities and time commitments involved with those positions.

— To compensate the Chairman for his involvement in board and committee matters, he receives an annual cash retainer of $100,000. The Chairman also receives equity grants in the same manner as the other non-employee directors.

— Non-employee directors receive grants of stock options and restricted stock units which vest 100% on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the first annual meeting of shareholders following the grant date.

— Our stock ownership policy requires non-employee directors to own shares of our common stock having a total value equal to six times the annual board retainer amount.

— In order to provide greater flexibility in managing their compensation, we maintain a non-employee director deferred compensation plan. This plan allows directors to defer all or a part of their cash retainers until their service on the board ends. Funds in deferred accounts are invested in hypothetical shares of our common stock. We denominate these deferred payments in shares of our common stock to promote alignment between director compensation and the interest of our shareholders.

— Non-employee directors may also defer receipt of the restricted stock units granted to them annually. Restricted stock units are hypothetical shares of our common stock that are settled in shares of common stock on a one-for-one basis upon vesting, subject to any deferral elections. Directors may defer receipt of shares issuable pursuant to the restricted stock units until their service on the board ends.

Non-Employee Director Deferred

Compensation Plan

Under our non-employee director deferred compensation plan, each non-employee director may defer up to 100% of his or her cash fees. Based on his or her deferral election, the director is credited with a number of share units at the time he or she would have otherwise received the portion of the fees being deferred. Share units are equivalent to shares of our common stock except that share units have no voting rights.

Upon cessation of service on the board, the director receives a share of our common stock for each share unit. Shares are received in a lump sum distribution, and any fractional share units are paid in cash. Share units credited to a director’s account are considered awards granted under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) and count against that plan’s share reserve.

Stock Ownership Requirements

Under our stock ownership policy, non-employee directors are required to accumulate and hold our common stock having a market value equal to at least six times the amount of the annual board retainer.

Non-employee directors have five years after they become subject to the policy to meet the ownership requirements provided that interim ownership milestones are achieved during the five year period. All non-employee directors are in compliance with our stock ownership policy.

Elements of Director Compensation

Our non-employee director compensation program is summarized below:

Board Retainer

Chairman’s Retainer⁽¹⁾

Committee Retainer

Committee Chair Retainer

Equity Awards⁽²⁾

(1)   The Chairman’s retainer includes, and is not in addition to, the standard board retainer.

(2)   Upon being elected or continuing as a director at our annual meeting of shareholders, each non-employee director receives stock options and restricted stock units each having approximately $70,000 in value.

Name

Fees Earned or
Paid in Cash ($)⁽¹⁾

Stock Awards($)⁽²⁾

Option Awards($)⁽²⁾

Total ($)

Alison Davis⁽³⁾

Christopher M. Flink⁽⁴⁾

Daniel P. Kearney⁽⁵⁾

Dennis F. Lynch⁽⁶⁾

Denis J. O’Leary⁽⁷⁾

Glenn M. Renwick⁽⁸⁾

Kim M. Robak⁽⁹⁾

Doyle R. Simons⁽¹⁰⁾

Thomas C. Wertheimer⁽¹¹⁾

Donald F. Dillon⁽¹²⁾

(1)   This column includes the following amounts deferred under our non-employee director deferred compensation plan, a non-qualified defined contribution plan: Mr. O’Leary ($82,000); Mr. Renwick ($77,500); Ms. Robak ($38,750); and Mr. Simons ($70,000).

(2)   We granted each non-employee director, other than Ms. Davis, a number of restricted stock units determined by dividing $70,000 by $59.89, the closing price of our common stock on May 28, 2014, the date of the grant. Ms. Davis joined the board on November 18, 2014 and we granted her a pro rata number of restricted stock units based on the number of days between her date of election and the date of our next annual meeting of shareholders and using the closing price of our common stock on November 18, 2014, $70.50. Accordingly, each non-employee director, other than Ms. Davis, received 1,169 restricted stock units, and Ms. Davis received 509 restricted stock units. The restricted stock units vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

We granted each non-employee director, other than Ms. Davis, a number of stock options determined by dividing $70,000 by a binomial valuation of an option of one share of our common stock on May 28, 2014, the grant date. We granted Ms. Davis a pro rata number of stock

options based on the number of days between the date of her election and the date of our next annual meeting of shareholders and using the binomial valuation of an option of one share of our common stock on November 18, 2014, the grant date. Accordingly, we granted an option to purchase 3,548 shares of our common stock at an exercise price of $59.89 to each non-employee director, other than Ms. Davis, and an option to purchase 1,545 shares of our common stock at an exercise price of $70.50 to Ms. Davis. The options vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

The dollar amount shown in the table is the grant date fair value of the award. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements for the year ended December 31, 2014.

(3)   Ms. Davis’s cash compensation includes pro rata compensation for service on the board and audit committee during the fourth quarter of 2014. As of December 31, 2014, Ms. Davis held 1,545 options to purchase shares of our common stock, none of which were vested, and 509 restricted stock units.

(4)   Mr. Flink’s cash compensation reflects his service on the audit committee beginning in the second quarter of 2014. As of December 31, 2014, Mr. Flink held 10,900 options to purchase shares of our common stock, 7,352 of which were vested, and 1,169 restricted stock units.

(5)   Mr. Kearney assumed the role of Chairman of the Board of Directors on May 28, 2014 and ceased serving on the audit and nominating and corporate governance committees as of that date. Accordingly, his cash compensation reflects his service before and after becoming Chairman. As of December 31, 2014, Mr. Kearney held 51,104 options to purchase shares of our common stock, 47,556 of which were vested, 1,169 restricted stock units, and 13,448 shares eligible for issuance pursuant to the non-employee director deferred compensation plan.

(6)   As of December 31, 2014, Mr. Lynch held 12,974 options to purchase shares of our common stock, 9,426 of which were vested, and 1,169 restricted stock units.

(7)   As of December 31, 2014, Mr. O’Leary held 42,402 options to purchase shares of our common stock, 38,854 of which were vested, 1,169 restricted stock units, and 14,347 shares eligible for issuance pursuant to the non-employee director deferred compensation plan.

(8)     As of December 31, 2014, Mr. Renwick held 57,948 options to purchase shares of our common stock, 54,400 of which were vested, 1,169 restricted stock units, and 17,663 shares eligible for issuance pursuant to the non-employee director deferred compensation plan.

(9)     As of December 31, 2014, Ms. Robak held 37,310 options to purchase shares of our common stock, 33,762 of which were vested, 1,169 restricted stock units, and 6,452 shares eligible for issuance pursuant to the non-employee director deferred compensation plan.

(10)   As of December 31, 2014, Mr. Simons held 44,088 options to purchase shares of our common stock, 40,540 of which were vested, 1,169 restricted stock units, and 15,957 shares eligible for issuance pursuant to the non-employee director deferred compensation plan.

(11)   As of December 31, 2014, Mr. Wertheimer held 44,968 options to purchase shares of our common stock, 41,420 of which were vested, and 1,169 restricted stock units.

(12)   Mr. Dillon served as Chairman of the Board of Directors until May 28, 2014. As of December 31, 2014, Mr. Dillon held no options to purchase shares of our common stock or restricted stock units.

— We delivered strong results in 2014 highlighted by adjusted internal revenue growth of 4% and a 13% increase in adjusted earnings per share. We made progress in strategic areas that we believe will enhance our future results and continued to enhance our level of competitive differentiation through innovation and intergration. Adjusted internal revenue growth and adjusted earnings per share are non-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and a reconciliation to the most directly comparable GAAP measures.

— The base salaries of our named executive officers were below the 50th percentile of our peers. The total compensation of our chief executive officer was between the 50th and 60th percentile of our peers, and the total compensation of our other named executive officers was up to the 60th percentile of our peers.

— We have: (i) a stock ownership policy, which requires our executive officers to maintain a substantial investment in Fiserv stock; (ii) a policy that prohibits executive officers from hedging or pledging our stock; and (iii) a compensation recoupment, or “clawback,” policy, all of which we believe align the interests of our named executive officers with those of our shareholders.

— We provided compensation in the form of cash incentive awards based on achievement of annual performance goals and long-term equity compensation that promotes sustained financial and operating performance by delivering incremental value to executive officers to the extent our stock price increases over time. Specifically:

— As a group, 80% of the compensation that we paid to our named executive officers was in the form of incentive awards, more than half of which was in the form of equity.

— More than three-quarters of the aggregate equity awards granted to our named executive officers were in the form of options, which are inherently performance-based and have value only to the extent that the price of our stock increases.

— We generally did not provide perquisites to our named executive officers in 2014.

— In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers.

The board endorses the compensation of our named executive officers and recommends that you vote in favor of the following resolution:

RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including under the heading “Compensation Discussion and Analysis” and in the tabular and narrative disclosures under the heading “Executive Compensation.”

Vote Required, Effect of Vote and

Recommendation of the Board of Directors

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this

proxy statement, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. Unless otherwise specified, the proxies solicited hereby will be voted in favor of this proposal.

Because the vote is advisory, it will not be binding upon the board or the compensation committee, and neither the board nor the compensation committee will be required to take any action as a result of the outcome of the vote on this proposal. Although the outcome of this vote is advisory, the compensation committee will carefully consider the outcome of the vote when considering future executive compensation decisions to the extent it can determine the cause or causes of any significant negative voting results.

The board of directors recommends that you vote in favor of Proposal 2.

Named Executive Officer

Title

Overview

The Compensation Discussion and Analysis portion of this proxy statement is designed to provide you with information regarding our executive compensation philosophy, how we determine and structure executive compensation, including the factors we consider in making compensation decisions, and our executive compensation policies. The Compensation Discussion and Analysis focuses on the compensation of the executive officers identified above (our “named executive officers”).

Our Business

Our mission is to provide integrated technology and services solutions to enable best-in-class results for our clients. We pursue this goal with strategies focused on innovative product development, service quality, improved cost effectiveness, aggressive solicitation of new clients and disciplined capital deployment, including strategic acquisitions and divestitures. We face intense competition from domestic and international companies that are aggressive and well financed. Our industry is characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. In order to implement our strategic plan, we need to assemble and maintain a leadership team with the integrity, skills and dedication to execute our initiatives. We believe that executive officer compensation can be used to help us achieve our objectives by “paying for performance,” thereby aligning the interests of our executive officers with those of our shareholders.

2014 Business Highlights

We delivered strong results in 2014 highlighted by adjusted internal revenue growth of 4% and adjusted earnings per share of $3.37, a 13% increase over 2013. We made progress in strategic areas that we believe will enhance our future results and continued to enhance our level of competitive differentiation through innovation and integration. Executive officer compensation for 2014 was paid or awarded in the context of these results.

Adjusted internal revenue growth and adjusted earnings per share are non-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and a reconciliation to the most directly comparable GAAP measures.

Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. The table below summarizes our current compensation practices as well as those practices we have not implemented because we do not believe they advance the goals of our compensation program:

What We Do

ü    Our compensation committee strives to provide total compensation at a level comparable to the 50th percentile of our peers with an opportunity for 75th percentile compensation for superior performance. In 2014, the total compensation of our chief executive officer was between the 50th and 60th percentile of our peers, and the total compensation of our other named executive officers was up to the 60th percentile of our peers.

ü    We provide cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial and operating performance by delivering incremental value to executive officers to the extent our stock price increases over time.

ü    We have a stock ownership policy that requires our executive officers to acquire and maintain a significant amount of Fiserv equity; and in 2015, we amended the terms of the equity awards granted to our executive officers to enable them to retain their awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term interests with those of our shareholders as they approach possible retirement.

ü    We have a policy that prohibits our executive officers from hedging or pledging Fiserv stock.

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

What We Don’t Do

X    In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers.

X    We don’t provide separate pension programs, a supplemental executive retirement plan or other post-retirement payments to our named executive officers.

X    We generally don’t provide personal-benefit perquisites to our named executive officers.

2014 Compensation Matters

We did not increase the base salary of our chief executive officer in 2014. We paid him a cash incentive award equal to 129% of his target award because we exceeded his target adjusted earnings per share and adjusted internal revenue growth performance goals. In 2014, the value of equity compensation we granted to our chief executive officer as a percentage of his total compensation remained comparable with 2013 and was more than two times the cash compensation paid to him.

We paid cash incentive awards to other named executive officers above target levels because, among other things, we exceeded their target adjusted earnings per share, adjusted internal revenue growth and consolidated net operating profit performance goals, as applicable. The other named executive officers received annual equity incentive awards in 2014 generally at or above target levels reflecting performance at or above target. Mr. Vielehr received an equity award upon joining Fiserv at the end of 2013 and therefore did not receive an annual equity incentive award in 2014.

As a group, 80% of the compensation that we paid to our named executive officers was in the form of incentive awards, more than half of which was in the form of equity. In addition, more than three-quarters of the aggregate equity awards granted to our named executive officers were in the form of stock options, which are inherently performance-based and have value only to the extent that the price of our stock increases.

Recent Developments

In 2014, our board of directors adopted a policy that prohibits our directors and executive officers from hedging or pledging our stock, and our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers. In 2015, our executive officers executed amendments to their outstanding equity award agreements to revise the criteria for retirement and post-retirement treatment of such awards. Following a qualified retirement and subject to compliance with

ongoing obligations, all unvested equity awards held by an executive officer will continue to vest on their original vesting schedule as if the executive officer had not ceased to be an employee, and vested stock options will remain exercisable until the earlier of five years following retirement or the original expiration date of the stock option. Prior to the modifications, all unvested options and a pro rata portion of restricted stock units granted to our executive officers would vest immediately upon retirement. The modifications apply to both previously granted awards and awards to be granted in the future. The compensation committee approved these changes to enable our executive officers to better align their long-term interests with those of our shareholders and to retain the potential value of their awards as they approach possible retirement.

Determining and Structuring Compensation

Compensation Philosophy and Objectives

Our executive officers are critical to our long-term success; therefore, we need to be competitive with companies that require talent aligned to our product, technology and service roadmaps. We seek to pay our executive officers at levels that are competitive with other employers, both within and outside of our industry, to secure the best talent possible for all our stakeholders. Consistent with Fiserv’s “pay for performance” philosophy, the compensation committee strives to set executive officer compensation at a level that is comparable to the 50th percentile of our peers with an opportunity for 75th percentile compensation for superior performance. We also seek to structure our compensation plans in a manner that is understandable to our shareholders and that is consistent with good corporate governance practices.

The goal of our executive compensation program is the same as our goal for operating our company: to create long-term value for our shareholders and clients. To this end, we design our compensation program to reward our executive officers for sustained financial and operating performance, to align their interests with those of our shareholders and to encourage them to remain with the company for long and productive careers.

Determining Compensation

The Compensation Committee’s Role

The compensation committee of the board of directors is responsible for:

— approving executive officer compensation

— approving compensation programs and plans in which our executive officers participate

— reviewing compensation-related risk

— administering our equity incentive plans including compliance with executive stock ownership requirements

— approving severance or similar termination payments to executive officers

— overseeing regulatory compliance with respect to compensation matters

With respect to executive officers, at the beginning of each year, the compensation committee sets base salaries, approves cash incentive awards for the prior year’s performance, approves equity incentive awards, and establishes the objective performance targets to be achieved for the upcoming year.

Management’s Role

Our chief executive officer makes recommendations to our compensation committee concerning the compensation of our other named executive officers. Our chief executive officer’s recommendations relate only to the compensation of our other named executive officers, although performance measures included in his recommendations may apply generally to all of our named executive officers. For example, when formulating recommendations to the compensation committee regarding the compensation of a group president, our chief executive officer considers, among other factors, the group’s revenue growth, net operating profit, strategic progress, talent development and market data. Our chief executive officer annually completes a self-appraisal of his performance. For 2014, his self-appraisal focused on strategic impact, growth, talent development, risk management and financial results. The appraisal, and the recommendations of the nominating and corporate governance committee, which administers the annual evaluation of the chief executive officer by the board, is considered by the committee in its annual review of our chief executive

officer’s performance and compensation. Our chief executive officer does not attend the portion of any compensation committee meeting during which the committee deliberates on matters related specifically to his compensation.

Consultant’s Role

The committee consulted with Meridian Compensation Partners, LLC (“Meridian”) in 2014 regarding current equity compensation practices in the market. Management also obtained data regarding executive officer compensation pursuant to a standard data subscription with Towers Watson and Meridian in 2014. As further described herein, management used this data to make recommendations to the committee regarding compensation matters.

Tally Sheets

The compensation committee reviews executive officer compensation tally sheets each year. These summaries set forth the dollar amount of all components of each named executive officer’s compensation, including base salary, annual target cash incentive compensation, annual target equity incentive compensation, value of unvested equity, potential severance, and employer contributions to 401(k) savings plans, allowing the committee to see what an executive officer’s total compensation is and how a potential change to an element of our compensation program would affect an executive officer’s overall compensation.

Shareholder Advisory Vote on Named Executive Officer Compensation

At our 2014 annual meeting, our shareholders approved, by approximately 96% of the votes cast, the compensation of our named executive officers as disclosed in our 2014 proxy statement. The compensation committee considered the results of the 2014 advisory vote at its meeting in February 2015. Because a substantial majority of our shareholders approved the compensation program described in the proxy statement for the 2014 annual meeting, the compensation committee did not implement changes to our executive compensation program as a result of the shareholder advisory vote. The compensation committee will continue to consider the results of shareholder advisory votes about our named executive officer compensation.

Type

Elements

Description

Short-Term Compensation

— Fixed annual amount

— Provides a level of income security

— Used to determine pay-based incentives

Annual Cash Incentive

— Annual cash award based on achievement of defined performance metrics

Long-Term Compensation

Stock Options and

Restricted Stock Units

— Equity grants that vest over a period of several years

Base Salary

We provide base salary to compensate an executive officer for his or her regular work. When determining base salaries, the compensation committee considers market data, an executive officer’s scope of responsiblities, the market value of their experience, overall effectiveness, and, except in the case of the base salary of our chief executive officer, the recommendations of our chief executive officer.

Cash Incentive Award

We believe it is important to provide annual cash incentives to motivate our executive officers to attain specific short-term performance objectives that, in turn, further our achievement of long-term objectives. We seek to offer cash awards in large enough proportion to base salary to ensure that a significant portion of each executive officer’s cash compensation is “at risk” and payable only upon the achievement of defined objectives. Our compensation committee annually determines the performance goals for and potential amounts of our cash incentive awards.

Equity Incentive Award

We provide compensation to our named executive officers in the form of time-vesting stock options and restricted stock units. Stock options are inherently performance-based because they deliver compensation to an executive officer only to the extent our stock price increases over the term of the award. Restricted stock units are settled in shares of common stock upon vesting. We believe restricted stock units serve as a strong reward and retention device, encouraging our executive officers to stay with the company until the restricted stock units vest.

We believe that providing grants of stock options and restricted stock units effectively balances our objective of focusing our executive officers on delivering long-term value to our shareholders with our objective of providing value to executive officers. In addition, equity awards support our objective of aligning our executive officers’ interests with those of our shareholders by tying the value of this component of compensation to changes in shareholder value. When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.

Convergys Corporation

Total System Services, Inc.

Adjusted Earnings Per Share (60%)

Adjusted Internal Revenue Growth (40%)

Award as a Percentage of Base Salary

J. Yabuki

T. Hirsch

Adjusted Earnings Per Share (30%)

Adjusted Internal Revenue Growth (40%)

Consolidated Net Operating Profit

(in millions) (30%)

    Award as a Percentage of Base Salary

Adjusted Earnings Per Share (10%)

Adjusted Internal Revenue Growth (35%)

Consolidated Net Operating Profit

(in millions) (15%)

Group-Level Results (40%)

    Award as a Percentage of Base Salary

        R. Gupta

        B. Vielehr

J. Yabuki

T. Hirsch

M. Ernst

R. Gupta

Other Elements of Compensation

Employee Stock Purchase Plan

We maintain a tax-qualified employee stock purchase plan that is generally available to all employees, including executive officers, which allows employees to acquire our common stock at a discounted price on an after-tax basis. This plan allows employees to buy our common stock at a 15% discount to the market price with up to 10% of their salary and incentives (up to a maximum of $25,000 in any calendar year), with the objective of allowing employees to benefit when the value of our stock increases over time.

Post-Employment Benefits

We provide severance and change-in-control protections to our named executive officers through key executive employment and severance agreements and, in the case of Messrs. Yabuki, Ernst, Gupta and Vielehr, employment agreements. We discuss the purposes and terms of the agreements below under the heading “Employment and Other Agreements with Executive Officers.”

Perquisites

In 2014, we did not provide any personal-benefit perquisites to our named executive officers other than relocation-related expenses disclosed in footnote 3 to the Summary Compensation Table below and participation in an executive physical program.

Retirement Savings Plan and Health and
Welfare Benefits

We provide subsidized health and welfare benefits which include medical, dental, life insurance, disability insurance and paid time off. Executive officers are entitled to participate in our health, welfare and 401(k) savings plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. We subsidize supplemental long-term disability coverage for executive officers. We do not provide a separate pension program, supplemental executive retirement plan or other post-retirement payments to executive officers. Our employees, including executive officers, are immediately eligible for matching contributions under our 401(k) savings plan. Our matching contributions

are capped at 3% of annual cash compensation and vest after two years.

Additional Compensation Policies

Securities Trading Policy

We prohibit our executive officers from trading in our common stock during certain periods at the end of each quarter until after we disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we require pre-clearance by our chief legal officer and our chief executive officer of all stock transactions by designated senior members of management and our board of directors, including the establishment of a Rule 10b5-1 trading plan.

We also prohibit our employees, officers and directors from hedging or engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock.

Stock Ownership

We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our chief executive officer to own equity having a value of at least six times his base salary and our other executive officers to own equity having a value of at least four times their respective base salaries. We believe that these levels are sufficiently high to demonstrate a commitment to value creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. All named executive officers are in compliance with the requirements.

Compensation Recoupment Policy

In the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of the board, from any person who was serving as an executive officer of the company at the time the original results were published. Both cash and equity incentive awards are subject to recoupment; there is no time limit on our ability to recover such amounts, other than limits imposed by law; and recoupment is available to us regardless of whether the individuals subject to recoupment are still employed by us when repayment is required. To the extent recoupment is sought, the board of directors may, in its discretion, seek to recover interest on amounts recovered and/or costs of collection and we have the right to offset the repayment amount from any compensation owed by us to any executive officer. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for determining whether recoupment is appropriate and the specific amount, if any, to be recouped by us.

Equity Award Grant Practices

The compensation committee generally approves annual equity awards during its regularly-scheduled February meeting, after we issue our financial results for the prior year. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the compensation committee delegates its authority to our chief executive officer and chief operating officer to enable such individuals to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Incentive Plan, the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the NASDAQ stock market on the grant date.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to our named executive officers (other than our chief financial officer). Certain performance-based compensation is not subject to the deduction limit. It is generally our intention to qualify compensation payments for tax deductibility under Section 162(m). Notwithstanding our intentions, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. Our compensation committee reserves the right to provide compensation that does not qualify as performance-based compensation under Section 162(m) to the extent it believes such compensation is necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.

Employment and Other Agreements with Executive Officers

Yabuki Employment Agreement

In 2005, we entered into an employment agreement with Mr. Yabuki that provides that, during the term of his employment, Mr. Yabuki will serve as our president and chief executive officer and, subject to election by our shareholders, as a director. Under his employment agreement, as amended, Mr. Yabuki is entitled: (i) to receive an annual salary of at least $840,000; (ii) to participate in our executive incentive compensation plan with a target cash incentive award of not less than 125% of his base salary; (iii) to receive grants of options, restricted stock and/ or other awards under our long-term incentive compensation program commensurate with his position; (iv) to receive up to four weeks of vacation; and (v) to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. The agreement automatically renews for one year terms unless either party gives

the other 90 days prior written notice of his or its desire to terminate the agreement. In the event of a conflict between his employment agreement and the terms of an equity award agreement, his employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Yabuki’s employment agreement and KEESA resulted from an arm’s-length negotiation, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry.

Ernst, Gupta and Vielehr Employment Agreements

We entered into an employment agreement with each of Messrs. Ernst, Gupta and Vielehr pursuant to which we agreed to employ them until one party provides the other with a notice of termination. Under their employment agreements, Messrs. Ernst and Vielehr are entitled: (i) to receive an annual salary of at least $525,000 and $470,000, respectively; (ii) to participate in our executive incentive compensation plan; (iii) to participate in our executive long-term incentive compensation program with an annual target of at least 200% of base salary; and (iv) in the case of Mr. Vielehr, a one-time cash payment of $200,000 which was paid on March 15, 2014. Under his employment agreement, Mr. Gupta is entitled: (i) to receive an annual salary of at least $400,000; (ii) to participate in our executive incentive compensation plan; (iii) to participate in our executive long-term compensation program; and (iv) to receive a minimum of four weeks paid vacation. In addition, Messrs. Ernst, Gupta and Vielehr are entitled to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. Each of Messrs. Ernst, Gupta and Vielehr also received equity awards upon joining Fiserv pursuant to his employment agreement. These awards are reflected in the Outstanding Equity Awards table below. The terms of Mr. Ernst’s, Mr. Gupta’s and Mr. Vielehr’s employment agreements and KEESAs resulted from arm’s-length negotiations, and, as a result, we believe the terms reflect the market terms for a leader of a company of our size in our industry.

Key Executive Employment and Severance Agreements

We have entered into key executive employment and severance agreements, or “KEESAs,” with our executive officers that provide for potential benefits in connection with a change in control. A complete discussion of the terms of the KEESAs, together with an estimate of the amounts potentially payable under each KEESA, appears below under the heading “Potential Payments Upon Termination or Change in Control.”

Compensation Committee Report

The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2014.

Glenn M. Renwick, Chairman

Dennis F. Lynch

Doyle R. Simons

Compensation Committee Interlocks and Insider Participation

There are no compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the compensation committee was a current or former officer or employee.

Name and Principal

Position

Non-Equity

Incentive Plan

Compensation⁽²⁾

All Other

Compensation⁽³⁾

(1)   Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements for the year ended December 31, 2014.

(2)   These cash incentive payments were made pursuant to the Incentive Plan. These awards were earned in the year listed and paid in the following year.

(3)   The amounts shown in this column include company matching under our 401(k) savings plan; company-paid premiums for insurance; and if applicable, company contributions to a health savings account. For 2014, the amount shown for Mr. Vielehr also includes participation in our executive physical program and $301,517 of reimbursement for relocation-related expenses

pursuant to the terms of his employment agreement.

(4)   Mr. Vielehr joined Fiserv on December 1, 2013. On March 15, 2014, Mr. Vielehr received a $200,000 cash payment pursuant to the terms of his employment agreement to compensate him for the benefits which he forfeited upon leaving his prior employer. For 2013, Mr. Vielehr’s base salary was paid at an annualized rate of $470,000. The amount shown reflects the actual amount of base salary paid to him during 2013. We granted restricted stock units and options to Mr. Vielehr on December 1, 2013 pursuant to his employment agreement. The grant was intended to immediately and strongly align Mr. Vielehr’s interests with those of our shareholders and, in part, recognize that he was forfeiting significant benefits upon leaving his prior employer. Mr. Vielehr did not receive any equity awards during 2014.

Name

J. Yabuki