FISERV INC shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-17 meeting.
“Advisory Vote to Approve Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in its 2023 proxy statement by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 495,327,407 37,000,153 687,793 37,534,645”
Shareholder Votes
FISERV INC shareholders approved Election of Directors at the 2023-05-17 meeting.
“Fiserv, Inc. (the “Company”) held its annual meeting of shareholders on May 17, 2023. At that meeting, the Company’s shareholders voted on five matters as follows: Election of Directors The Company’s shareholders elected eight directors to serve until the next annual meeting of shareholders and until each of their successors is elected and qualified by the following votes: Votes For Votes Withheld Broker Non-Votes Frank J. Bisignano 497,524,091 35,491,262 37,534,645 Henrique de Castro 526,640,945 6,374,408 37,534,645 Harry F. DiSimone 530,091,858 2,923,495 37,534,645 Dylan G. Haggart 513,921,645 19,093,708 37,534,645 Wafaa Mamilli 518,497,671 14,517,682 37,534,645 Heidi G. Miller 496,025,425 36,989,928 37,534,645 Doyle R. Simons 505,261,784 27,753,569 37,534,645 Kevin M. Warren 514,541,455 18,473,898 37,534,645”
Material Agreements
FISERV INC entered into Underwriting Agreement with Citigroup Global Markets Limited, MUFG Securities EMEA plc and Wells Fargo Securities International Limited, as representatives of the several underwriters valued at €800,000,000 aggregate principal amount (effective 2023-05-17).
“On May 17, 2023, Fiserv, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Limited, MUFG Securities EMEA plc and Wells Fargo Securities International Limited, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, €800,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2031 (the “Notes”), in a public offering (the “Offering”).”
Earnings Releases
FISERV INC reported the quarter ended March 31, 2023 results: revenue $4.55 billion, EPS $0.89. Guidance raised.
“GAAP revenue for the company increased 10% to $4.55 billion in the first quarter of 2023 compared to the prior year period, with 12% growth in the Acceptance segment, 2% growth in the Fintech segment and 11% growth in the Payments segment. GAAP earnings per share was $0.89 in the first quarter of 2023, a decrease of 13% compared to the prior year period.”
Debt Financings
FISERV INC incurred senior notes of $900,000,000 aggregate principal amount of its 5.450% Senior Notes due 2028 and $900,000,000 aggregate principal amount with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. at 5.450% per year for 2028 Notes; 5.600% per year for 2033 Notes maturing March 2, 2028 for 2028 Notes; March 2, 2033 for 2033 Notes.
“On March 2, 2023, Fiserv, Inc. (the "Company") completed the public offering and issuance of $900,000,000 aggregate principal amount of its 5.450% Senior Notes due 2028 (the "2028 Notes") and $900,000,000 aggregate principal amount of its 5.600% Senior Notes due 2033 (the "2033 Notes" and, together with the 2028 Notes, the "Notes").”
Material Agreements
FISERV INC entered into Twenty-Eighth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-03-02).
“(ii) a Twenty-Eighth Supplemental Indenture, establishing the terms and providing for the issuance of the 2033 Notes (the “2033 Notes Supplemental Indenture”), each dated as of March 2, 2023 and each by and between the Company and the Trustee.”
Material Agreements
FISERV INC entered into Twenty-Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-03-02).
“(i) a Twenty-Seventh Supplemental Indenture, establishing the terms and providing for the issuance of the 2028 Notes (the “2028 Notes Supplemental Indenture”) and (ii) a Twenty-Eighth Supplemental Indenture, establishing the terms and providing for the issuance of the 2033 Notes (the “2033 Notes Supplemental Indenture”), each dated as of March 2, 2023 and each by and between the Company and the Trustee.”
Material Agreements
FISERV INC entered into a notes offering valued at $900,000,000 aggregate principal amount of its 5.600% Senior Notes due 2033 (effective 2023-03-02).
“On March 2, 2023, Fiserv, Inc. (the “Company”) completed the public offering and issuance of $900,000,000 aggregate principal amount of its 5.450% Senior Notes due 2028 (the “2028 Notes”)”
Material Agreements
FISERV INC entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters (effective 2023-02-27).
“The Notes were sold pursuant to an Underwriting Agreement (the “Underwriting Agreement), dated as of February 27, 2023, between the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein.”
“Fiserv expects organic revenue growth of 7% to 9% and adjusted earnings per share of $7.25 to $7.40, representing growth of 12% to 14%, for 2023.”
Earnings Releases
FISERV INC reported the year ended December 31, 2022 results: EPS $3.91.
“GAAP earnings per share was $1.23 in the fourth quarter and $3.91 for the full year 2022, an increase of 146% and 96%, respectively, compared to the prior year periods.”
Earnings Releases
FISERV INC reported the quarter ended December 31, 2022 results: revenue $4.63 billion.
“GAAP revenue for the company increased 9% to $4.63 billion in the fourth quarter of 2022 compared to the prior year period, with 9% growth in the Acceptance segment, 7% growth in the Fintech segment and 8% growth in the Payments segment.”
Governance Changes
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).
“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.”
Dylan Haggart was appointed as Director at FISERV INC.
“In connection with such matters, the Board has increased the number of directors from 11 to 12 and appointed Mr. Haggart to fill this newly-created directorship, effective February 18, 2022, for a term expiring at the 2022 Annual Meeting.”
Suzan Kereere changed role as Head of Global Business Solutions at FISERV INC.
“Suzan Kereere, the Company’s current Chief Growth Officer, will succeed Mr. McGranahan and serve as Head of Global Business Solutions as of the Effective Date.”
Devin B. McGranahan departed as Head of Global Business Solutions at FISERV INC.
“On November 12, 2021, Devin B. McGranahan informed Fiserv, Inc. (the “Company”) that he will resign as the Company’s Head of Global Business Solutions effective December 1, 2021”
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