Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 9, 2020, each of the named executive officers of Fiserv, Inc. (the
"Company") agreed to a temporary reduction in the base salaries otherwise
payable to them, effective April 1, 2020. Jeffery Yabuki, Chairman and Chief
Executive Officer, and Frank Bisignano, President and Chief Operating Officer,
have each agreed to forgo 100% of the base salary that would have been payable
to them, and Robert Hau, Devin McGranahan and Byron Vielehr have each agreed to
forgo 20% of the base salary that would otherwise have been payable to them;
provided that, in each case, such reduction will not include the portion of an
executive's base salary necessary to fund continued participation in the
Company's health and welfare benefits plans. The foregone compensation will be
used to provide assistance to Company associates who experience financial
hardship due to COVID-19 through the Fiserv Cares Fund.
The salary reductions will not modify other rights under applicable employment
agreements (except that the temporary reduction will not constitute a "good
reason" for termination under any agreement to which an officer is a party) or
compensation plans determined by reference to the officer's base salary. Such
provisions and plans will continue to be applied using the base salary payable
immediately prior to the reductions. Additionally, the salary reductions are not
intended to reduce any Company employee benefit provided to such officers that
is determined by reference to base salary, except as may be required by law.
Item 8.01. Other Events.
On April 9, 2020, the Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") resolved to suspend the payment of all
cash compensation payable to non-employee directors, which will also be used to
provide assistance to Company associates related to COVID-19 through the Fiserv
Cares Fund.
On April 9, 2020, the Compensation Committee also approved amendments to the
Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan (the "ESPP"),
effective as of April 1, 2020, to suspend the discount on shares purchased under
the ESPP for the period from April 1, 2020 until December 31, 2020.
This description of the ESPP, as amended effective April 1, 2020, does not
purport to be complete and is qualified in its entirety by reference to the full
text of the ESPP, which is filed as Exhibit 4 to this Current Report on Form 8-K
and is incorporated herein by reference.
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