Fiserv adopts executive severance policy requiring advisory vote on large payouts; amends bylaws for universal proxy

FISERV INC

New policy requires advisory shareholder vote if any executive's cash severance exceeds 2.99x base salary plus target bonus.
Bylaws amended to align with SEC universal proxy Rule 14a-19 for director elections.
Meeting adjournment procedures revised; 'chairman' references updated to 'chair'.
Other minor changes to Article I (Offices), Article III (Committees and Director Compensation).
Policy applies to new or amended severance arrangements after Nov 16, 2022.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

FISERV INC: Amended and restated bylaws to align with SEC universal proxy rules, modify meeting adjournment procedures, update chair references, and make other minor changes (effective 2022-11-16).

Change: bylaw amendment
Effective: 2022-11-16

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001193125-22-290040

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