Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 16, 2022, the Board of Directors (the "Board") of Fiserv, Inc. (the
"Company"), upon the recommendation of the Talent and Compensation Committee of
the Board, adopted the Fiserv, Inc. Executive Officer Cash Severance Policy (the
"Policy"), which provides that if the Company enters into or establishes any new
employment, severance or separation agreement, or severance plan or policy, with
or for the benefit of any executive officer of the Company that provides for
Cash Severance Benefits (as defined in the Policy) that exceeds 2.99 times the
sum of the Base Salary (as defined in the Policy) plus Target Bonus (as defined
in the policy) of the executive officer, the Company will include an advisory
vote on the approval of such new severance arrangement at its next Annual
Meeting of Shareholders.
This description of the Policy does not purport to be complete and is qualified
in its entirety by reference to the full text of the Policy, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 16, 2022, the Board approved an amendment and restatement of the
amended and restated by-laws (as amended, the "By-laws") of the Company to
(a) align Sections 5 and 10 of Article II of the By-laws with the Securities and
Exchange Commission's new requirements regarding universal proxies pursuant to
Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended;
(b) modify the provisions relating to meeting adjournment procedures in
Section 8(b) of Article II of the By-laws; (c) update references to the
"chairman" of the Board to "chair" throughout the By-laws; and (d) make certain
other minor changes to Article I - Offices, Section 13, Article III -
Committees, and Section 14, Article III - Compensation of Directors.
This description of the By-laws does not purport to be complete and is qualified
in its entirety by reference to the full text of the By-laws, which are filed as
Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by
reference.
© Edgar Online, source Glimpses