| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 18, 2022, Fiserv, Inc. (the “Company”) entered into a Letter Agreement (the “Agreement”) with ValueAct Capital Management, L.P. (“ValueAct Capital”). Under the Agreement and subject to the conditions set forth therein, the Company has agreed to (i) increase the size of the board of directors (the “Board”) of the Company from 11 to 12 directors, resulting in the creation of one vacancy, and (ii) appoint Dylan G. Haggart (Mr. Haggart) to the Board to fill such vacancy, with a term expiring at the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). In addition, the Company has agreed to nominate Mr. Haggart for election as a director of the Company at the 2022 Annual Meeting to serve for a one-year term, if elected. Under the Agreement, Mr. Haggart has agreed to certain confidentiality restrictions.
The foregoing summary of the Agreement is not complete and is subject to, and qualified in its entirety by, the text of the Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory. |
The description of the matters included under Item 1.01 are incorporated into this Item 5.02 by reference. 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.
Dylan Haggart, 35, is a Partner of ValueAct Capital, where he has worked since 2013. He also serves as a director of Seagate Technology Holdings plc, where he is a member of the compensation committee. Prior to joining ValueAct Capital, Haggart served as a private equity investor at TPG Capital, an investment advisory firm, focusing on North American buyouts, and as an investment banker at Goldman Sachs.
Mr. Haggart will (i) participate in the Company’s standard non-employee director compensation arrangements set forth on the Non-Employee Director Compensation Schedule filed as Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed on February 26, 2021 and (ii) be eligible to participate in the Fiserv, Inc. Non-Employee Director Deferred Compensation Plan filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 1, 2017. In connection with his appointment, Mr. Haggart will enter into the Company’s Non-Employee Director Indemnity Agreement, a form of which was filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on February 28, 2008. A description of the Company’s non-employee director compensation arrangements can be found in the section titled “Proposal 1. Election of Directors-How We Are Paid” in the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 6, 2021 and is incorporated herein by reference. Committee membership for Mr. Haggart has not been determined at this time.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 18, 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) increase the maximum size of the Board set forth in Section 3 of Article III of the By-laws to 12 to permit the appointment of Mr. Haggart and (b) to delete Article IX, which had included certain restrictions on the composition of the Board for a specified period after the First Data merger, which are no longer applicable, in its entirety and all cross references made to Article IX.
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.
