UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FISERV, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO] FISERV(R)
255 Fiserv Drive
Brookfield, Wisconsin 53045
February 26, 2002
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Fiserv, Inc. (the "Company"), to be held at the Company's corporate offices at
10:00 a.m., Central Standard Time, Thursday, March 28, 2002, in the Company's
Education Center located on the second floor.
Information about the meeting and the matters on which shareholders will act is
set forth in the accompanying Notice of Meeting and Proxy Statement. Following
action on these matters, management will present a current report on the
activities of the Company. At the meeting, we will welcome your comments on or
inquiries about the business of the Company that would be of interest to
shareholders generally.
At your earliest convenience, please review the information on the business to
come before the meeting.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the Annual
Meeting in person. Whether or not you plan to attend the meeting, please mark,
sign and return your Proxy Card promptly in the enclosed envelope, which
requires no postage if mailed in the United States. This will not prevent you
from voting in person, but will ensure that your vote is counted if you are
unable to attend.
Thank you for your prompt attention.
Sincerely,
/s/ Leslie M. Muma
Leslie M. Muma
President and Chief Executive Officer
[LOGO] FISERV(R)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 2002
To the Shareholders of Fiserv, Inc.:
The Annual Meeting of Shareholders of Fiserv, Inc. (the "Company") will be held
at the Company's corporate offices at 255 Fiserv Drive, Brookfield, Wisconsin
53045, on Thursday, March 28, 2002, at 10:00 a.m., Central Standard Time, for
the following purposes, both of which are set forth more completely in the
accompanying Proxy Statement:
1. To elect three Directors to serve for a three-year term expiring
in 2005 and one Director to serve for a one-year term expiring in
2003, and in each case until their successors are elected and
qualified; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 11, 2002, as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting and at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
By Order of the Board of Directors
/s/ Charles W. Sprague
Charles W. Sprague
Secretary
February 26, 2002
Your vote is important. The Proxy Statement is included with this notice. To
vote your shares, please mark, sign, date and return your Proxy Card as soon as
possible. A return envelope is enclosed for your convenience. Shareholders
attending the meeting may withdraw their proxies at any time prior to the
exercise thereof as further described herein.
PROXY STATEMENT
Solicitation of Proxies
This Proxy Statement is being mailed on or about February 26, 2002, to the
holders of record as of February 11, 2002, of Common Stock ("Common Stock") of
Fiserv, Inc. (the "Company") in connection with the solicitation by the Board of
Directors of proxies for the Annual Meeting of Shareholders (the "Annual
Meeting"). The Annual Meeting will be held at the Company's corporate offices,
255 Fiserv Drive, Brookfield, Wisconsin 53045, at 10:00 a.m., Central Standard
Time, on March 28, 2002, and at any and all adjournments or postponements
thereof. Any shareholder appointing a Proxy has the power to revoke it at any
time before it is exercised by (i) filing with the Secretary written notice
thereof (Charles W. Sprague, Executive Vice President, General Counsel,
Secretary and Chief Administrative Officer, Fiserv, Inc., 255 Fiserv Drive,
Brookfield, Wisconsin 53045); (ii) appointing a new Proxy; or (iii) appearing at
the Annual Meeting and giving the Secretary notice of his or her intention to
vote in person.
The cost of solicitation of proxies by mail on behalf of the Board of Directors
will be borne by the Company. Proxies also may be solicited by personal
interview or by telephone, in addition to the use of the mail, by Directors,
officers and regular employees of the Company, without additional compensation
therefor. The Company also has made arrangements with brokerage firms, banks,
nominees and other fiduciaries to forward Proxy solicitation materials for
shares of Common Stock held of record to the beneficial owners of such shares.
The Company will reimburse such holders for their reasonable out-of-pocket
expenses.
Proxies solicited hereby will be returned to the Board of Directors, and will be
tabulated by inspectors of election designated by the Board of Directors, who
will not be employees or Directors of the Company, or any of its affiliates.
Purposes of Annual Meeting
The Annual Meeting has been called for the purposes of: (i) electing three
Directors to serve for a three-year term expiring in 2005 and one Director to
serve for a one-year term expiring in 2003; and (ii) transacting such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
The persons named as proxies in the enclosed proxy card have been selected by
the Board of Directors and will vote shares represented by valid proxies. They
have indicated that, unless otherwise specified in the proxy card, they intend
to vote to elect as Directors the nominees noted herein. The Board of Directors
has no reason to believe that any of the nominees will be unable to serve as a
Director. In the event, however, of the death or unavailability of any nominee
or nominees, the Proxy to vote in favor of the election of such nominee or
nominees will be voted for such other person as the Board of Directors may
recommend.
The Company has no knowledge of any other matters to be presented at the Annual
Meeting. In the event other matters are properly brought before the Annual
Meeting or any adjournments or postponements thereof, the persons named in the
proxy card will vote in accordance with their best judgment on such matters.
1
Voting Securities
The Board of Directors has fixed the close of business on February 11, 2002, as
the record date (the "Voting Record Date") for determining shareholders entitled
to notice of and to vote at the Annual Meeting. On the Voting Record Date, there
were 190,595,732 shares of Common Stock outstanding and entitled to vote, and
the Company had no other class of securities outstanding. All of these shares
are to be voted as a single class, and each holder is entitled to one vote for
each share held of record on all matters submitted to a vote of shareholders.
The presence, in person or by Proxy, of at least a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting, shall constitute
a quorum for the transaction of business. A quorum being present, all matters,
other than the election of Directors, shall require the affirmative vote of a
majority of the total votes cast in person or by Proxy in order to be approved.
Directors will be elected by a plurality of votes cast at the Annual Meeting.
Abstentions will be included in the determination of shares present and voting
for purposes of determining whether a quorum exists. Broker non-votes will not
be so included. Neither abstentions nor broker non-votes are counted in
determining whether a proposal has been approved. In the event there are not
sufficient votes for a quorum or to approve or ratify any proposal at the time
of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order
to permit the further solicitation of proxies.
An individual who has a beneficial interest in shares allocated to his or her
account under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating
Subsidiaries or the Fiserv Predecessor Employer Retirement Plan (collectively,
the "Plans") is being sent this Proxy Statement and a proxy card to provide
instructions to vote the shares of Common Stock allocated to his or her account.
A participant may use the proxy card to give directions to the Trustees of the
Plans as to how his or her allocated shares should be voted by completing,
signing, dating and returning the proxy card. If the participant does not sign
and return this card, or if the participant does not attend the meeting and vote
by ballot, the Trustees of the Plans will vote the shares in the same manner and
in the same proportion as the shares for which voting instructions are received,
except that the Trustees, in the exercise of their fiduciary duties, may
determine that they must vote the shares in some other manner. The ability of
the participant to direct the Trustees with respect to the voting of shares
allocated to his or her accounts under the Plans makes a participant a named
fiduciary for that purpose.
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth information with respect to the beneficial
ownership of Common Stock as of December 31, 2001 (except as otherwise noted
below) by: (i) each shareholder known to the Company to own beneficially more
than 5% of the shares of Common Stock outstanding, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "Commission"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) each Director and Director nominee of the Company; (iii) each of the
executive officers of the Company appearing in the Summary Compensation Table on
page 7; and (iv) all Directors and executive officers as a group. Except as
otherwise indicated, persons listed have sole voting and investment power over
shares beneficially owned.
The following table sets forth information as reported to the Commission as of
December 31, 2001, with respect to each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock.
2
Name and Address Amount of
of Beneficial Owner Beneficial Ownership Percent of Class
- ---------------------------------------------------------------------------------------
AIM Management Group Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046................... 14,273,065 7.5%
Janus Capital Corporation
100 Fillmore Street, Suite 400
Denver, Colorado 80206................. 10,702,717 5.6%
The following table sets forth information furnished to the Company as of
December 31, 2001, with respect to the beneficial ownership of the Company's
Common Stock by each Director and nominee, certain named executive officers and
by all Directors and executive officers as a group.
Number of Shares of
Common Stock
Name Beneficially Owned /(1)(2)/ Percent of Class
- ---------------------------------------------------------------------------------------
Leslie M. Muma ......................... 2,064,907 1.1%
Donald F. Dillon ....................... 7,091,419 3.7%
Kenneth R. Jensen ...................... 1,656,095 *
Norman J. Balthasar .................... 787,156 *
Gordon G. Rockafellow .................. 455,695 *
Daniel P. Kearney ...................... 5,680 *
Gerald J. Levy ......................... 231,281 *
Glenn M. Renwick ....................... 0 *
L. William Seidman ..................... 144,575 *
Thekla R. Shackelford .................. 77,348 *
All Directors and executive
officers as a group (15 persons) ....... 13,711,060 7.2%
* Amount represents less than 1% of the total number of shares of Common
Stock outstanding on December 31, 2001.
(1) Includes shares of Common Stock held directly by the individuals as well as
by members of such individuals' immediate family who share the same
household, shares held in trust and other indirect forms of ownership over
which shares the individuals exercise sole or shared voting and/or
investment power. Each person on the above table disclaims beneficial
ownership of shares owned by his or her spouse, minor children or other
relatives.
(2) Includes shares of Common Stock, which, as of December 31, 2001, were
subject to outstanding stock options exercisable currently or within 60
days as follows: Mr. Muma - 1,554,701; Mr. Dillon - 820,603; Mr. Jensen -
1,194,528; Mr. Balthasar - 452,506; Mr. Rockafellow - 409,918; Mr. Kearney
- 5,680; Mr. Levy - 151,944; Mr. Seidman - 137,825; Ms. Shackelford -
73,973; and all Directors and executive officers as a group - 5,578,028.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Matter 1. Election of Directors
The following is a summary of certain information concerning the nominees for
Director and continuing Directors of the Company. There are no family
relationships among any of the Directors and/or executive officers of the
Company. No person being nominated as a Director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
3
Nominees for three-year term expiring in 2005:
Donald F. Dillon (age 61) has been Chairman of the Board of Directors since July
2000. Mr. Dillon served as Vice Chairman of the Board of Directors from May 1995
to June 2000. In 1976, Mr. Dillon and an associate founded Information
Technology, Inc. ("ITI"), a software company, which has grown to become a
leading national provider of banking software and services. ITI was acquired by
the Company in May 1995, and Mr. Dillon continues in his position as Chairman of
ITI. From 1966 to 1976, Mr. Dillon was with the National Bank of Commerce,
Lincoln, Nebraska, and served most recently as Senior Vice President -
Information Management Division. Mr. Dillon has over 35 years of experience in
the financial and data processing industries. He also serves as Chairman of the
Board of Trustees and Executive Committee Member for Doane College in Crete,
Nebraska, and is a member of the Board of Trustees for the University of
Nebraska and a member of the University of Nebraska's Directors Club. Principal
Occupation: Chairman of the Board of Directors of the Company and Chairman of
ITI.
Gerald J. Levy (age 69) has been a Director of the Company since 1986. He is
known nationally for his involvement in various financial industry
organizations. Mr. Levy is a past Director and Chairman of the United States
League of Savings Institutions, and served as Chairman of its Government Affairs
Policy Committee. Since 1959, Mr. Levy has served Guaranty Bank, S.S.B.,
Milwaukee, Wisconsin, in various capacities, including Chief Executive Officer
from 1973 to the present. He also serves as a Director of Guaranty Bank, S.S.B.
and Guaranty Financial M.H.C., the holding company of Guaranty Bank, S.S.B.,
both in Milwaukee, Wisconsin, and Republic Mortgage Insurance Company,
Winston-Salem, North Carolina. Principal Occupation: Chief Executive Officer of
Guaranty Bank, S.S.B.
Glenn M. Renwick (age 46) was appointed a Director of the Company in November of
2001. Mr. Renwick is President and Chief Executive Officer of The Progressive
Corporation, an insurance company. Prior to being named Chief Executive Officer
in January 2001, Mr. Renwick served as Chief Executive Officer - Insurance
Operations and Business Technology Process Leader from 1998 through 2000. Prior
to that, he led Progressive's Consumer Marketing group, and before that he
served as President of various divisions within Progressive. Mr. Renwick joined
Progressive in 1986 as Auto Product Manager for Florida. Mr. Renwick holds an
undergraduate degree in Mathematics and Economics from the University of
Canterbury, Christchurch, New Zealand, and earned a Master's Degree in
Engineering from the University of Florida, Gainesville. He also serves as a
Director of The Progressive Corporation. Principal Occupation: President and
Chief Executive Officer of Progressive.
Nominee for one-year term expiring in 2003:*
Leslie M. Muma (age 57) has been a Director of the Company since it was
established in 1984. He was named Chief Executive Officer in 1999. Mr. Muma
served as President and Chief Operating Officer of the Company from 1984 to
1999. From 1971 to 1984, Mr. Muma was the President of one of the Company's
predecessors, Data Management Resources, Inc., a wholly owned subsidiary of
Freedom Savings & Loan Association, Tampa, Florida. Mr. Muma has over 35 years
of data processing experience. He also serves as a Director of MGIC Investment
Corporation (mortgage insurance), Milwaukee, Wisconsin. Principal Occupation:
President and Chief Executive Officer of the Company.
-------------------------
*Mr. Muma is a nominee for a one-year term in order to make the number of
Directors in each class as even as possible.
4
The affirmative vote of a plurality of the votes cast is required for the
election of Directors. Unless otherwise specified, the shares of Common Stock
represented by the proxies solicited hereby will be voted in favor of the
above-described nominees.
The Board of Directors recommends that you vote FOR the election of the nominees
---
for Director.
Information With Respect to Continuing Directors
Continuing terms expiring in 2003:
Daniel P. Kearney (age 62) has been a Director of the Company since 1999. Mr.
Kearney is a Financial Consultant and served as Chief Investment Officer of
Aetna, Inc. from 1991 to 1998. In 1995, he assumed the additional responsibility
of President of Aetna's annuity, pension and life insurance division, retiring
in 1998. Prior to joining Aetna, Mr. Kearney was President and Chief Executive
Officer of the Resolution Trust Corporation Oversight Board. Before that he was
a principal at Aldrich, Eastman and Waltch, Inc., a Boston-based pension fund
advisor. From 1977 to 1988, Mr. Kearney was with Salomon Brothers, Inc. as
Managing Director of its Real Estate Financing Department and a founder of its
Mortgage Securities Department, and from 1976 to 1977 he was Associate Director
of the Office of Management and Budget (OMB) for the U.S. federal government. He
served as President of the Government National Mortgage Association (Ginnie Mae)
from 1974 to 1976, Deputy Assistant Secretary of the Department of Housing and
Urban Development (HUD) from 1973 to 1974, and as Executive Director of the
Illinois Housing Development Authority from 1969 to 1973. Previously he was in
private law practice in Chicago, Illinois. Mr. Kearney has over 30 years
experience in the banking, insurance and legal industries. Mr. Kearney also
serves as a Director of MGIC Investment Corporation (mortgage insurance),
Milwaukee, Wisconsin; MBIA, Inc. (insurance), Armonk, New York; and Great Lakes
Real Estate Investment Trust (real estate), Oak Brook, Illinois. Principal
Occupation: Financial Consultant.
L. William Seidman (age 80) has been a Director of the Company since 1992. Mr.
Seidman was Chairman of the Federal Deposit Insurance Corporation from October
1985 to October 1991 and Chairman of the Resolution Trust Company from 1989 to
October 1991. From 1982 to 1985, he was Dean of the College of Business at
Arizona State University, Tempe, Arizona. From 1977 to 1982, he was Vice
Chairman and Chief Financial Officer of Phelps Dodge Corporation. Mr. Seidman
was President Gerald Ford's Assistant for Economic Affairs from 1974 to 1977.
From 1968 to 1974, he was managing partner of Seidman & Seidman, Certified
Public Accountants. He served as Chairman in 1970 and Director of the Detroit
Branch of the Federal Reserve Bank of Chicago from 1966 to 1970. He also was
Special Assistant for Financial Affairs to Michigan Governor George Romney from
1963 to 1966. Mr. Seidman also serves as a Director of Clark/Bardes, Inc.
(insurance/benefits), Dallas, Texas; InteliData, Inc. (financial services),
Herndon, Virginia; LML Payment, Inc. (financial services), Vancouver, British
Columbia; and quepasa.com, Inc. (Internet services), Scottsdale, Arizona.
Principal Occupation: Chief Commentator for CNBC-TV, Publisher of Bank Director
and Board Member magazines, and Industry Consultant.
Continuing terms expiring in 2004:
Kenneth R. Jensen (age 58) has been Executive Vice President, Chief Financial
Officer, Treasurer, Assistant Secretary and a Director of the Company since it
was established in 1984. He became Senior Executive Vice President of the
Company in 1986. In 1983, Mr. Jensen was Chief Financial Officer of SunGard Data
Systems, Inc., a computer services company. From 1968 to 1982, Mr. Jensen was a
founder and Chief Financial Officer of Catallactics Corporation, a financial
services
5
company, and from 1974 to 1980, also was Chief Financial Officer of
Market Research Corporation of America. Mr. Jensen has over 40 years of
experience in the data processing industry. He also serves as a Director of
Alliance Data Systems Corporation (credit card processing), Dallas, Texas.
Principal Occupation: Senior Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company.
Thekla R. Shackelford (age 67) was appointed a Director of the Company in 1994.
Ms. Shackelford is an Educational Consultant and served as President of the
National Professional Association for Education Consultants from 1987 to 1988.
Prior to 1987, she was Director of Development of the Buckeye Boys Ranch located
in Columbus, Ohio. She currently is serving as Chairman of the I KNOW I CAN and
Project GRAD boards in Columbus, Ohio, and on the Boards of the Ohio State
University Foundation and Franklin University. She is a Director of Wendy's
International, Inc. (restaurants), Columbus, Ohio. Ms. Shackelford is the
recipient of numerous awards for community service and educational achievements.
Principal Occupation: Educational Consultant.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors held four regular meetings during 2001. During 2001, each
Director attended at least 75% of the meetings of the Board of Directors and
committees of the Board of Directors held during his or her tenure as a Director
or committee member. The Board of Directors has standing Compensation, Audit and
Nominating Committees.
The Compensation Committee evaluates the performance of the Company's executive
officers, approves executive officer compensation and reviews management's
recommendations as to the compensation of other key personnel and makes
recommendations to the Board of Directors regarding the types, methods and
levels of Director compensation, administers the compensation plans for the
officers, Directors and key employees, and discharges certain other
responsibilities of the Board of Directors when so instructed by the Board of
Directors. The members of the Compensation Committee are Messrs. Kearney
(Chairman), Levy and Seidman and Ms. Shackelford. The Compensation Committee
held two meetings during 2001.
The Audit Committee reviews the scope and timing of the audit of the Company's
financial statements by the Company's independent public accountants and reviews
with these accountants the Company's policies and procedures with respect to
auditing and accounting controls. The Audit Committee also reviews with the
independent accountants the financial statements, auditor's reports and
management letters of the independent accountants. The Audit Committee reviews
and evaluates conflict of interest statements and discharges certain other
responsibilities of the Board of Directors when so instructed by the Board of
Directors. The members of the Audit Committee are Messrs. Seidman (Chairman) and
Kearney, and Ms. Shackelford. The Audit Committee held four meetings during
2001.
The Nominating Committee assists the Board of Directors in identifying and
evaluating potential nominees for a Directorship, and recommending qualified
nominees to the Board for consideration. The Nominating Committee selects the
Director nominees to stand for election at the Company's Annual Meetings of
Shareholders and to fill vacancies occurring on the Board. The Nominating
Committee will consider nominees recommended by shareholders, but has no
established procedures which shareholders must follow to make a recommendation.
The Company's By-laws also provide for shareholder nominations of candidates for
election as Directors. These provisions require such
6
nominations to be made pursuant to timely notice (as specified in the By-laws)
in writing to the Chairman of the Board and/or President of the Company. The
members of the Nominating Committee are Ms. Shackelford (Chairman) and Messrs.
Kearney, Levy and Seidman. The Nominating Committee held two meetings during
2001.
Compensation of Directors
Directors who are officers or employees of the Company receive no compensation
for service as members of the Board of Directors of the Company or for service
on committees of the Board of Directors. A Director who is not an officer or
employee of the Company receives an annual fee of $16,000 for service on the
Board of Directors of the Company, plus $1,200 for attendance at Board of
Director meetings and $400 for attendance at telephonic Board of Director
meetings. Each outside Director is granted options to acquire, at the fair
market value on the date of grant, 12,000 shares of Common Stock of the Company
upon election to each new three-year term and 400 shares of Common Stock for
attendance at each regular Board of Director meetings. The options granted vest
20% per year and expire 10 years from the date of the award.
Compensation of Executive Officers
The following table sets forth in summary form all compensation, as defined in
regulations of the Commission, paid by the Company and its subsidiaries during
each of the three years ended December 31, 2001, to the Company's Chief
Executive Officer and the next four highest paid executive officers whose total
annual salary and bonus for 2001 exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation
------------
Compensation/(2)/ Securities Underlying All Other
-----------------
Name and Principal Position Year Salary Bonus/(1)/ Options/(3)/ Compensation/(4)/
- --------------------------- ---- ------ ---------- ------------ -----------------
Leslie M. Muma 2001 $735,000 $560,000 239,203 $15,300
President and Chief Executive 2000 699,500 455,000 188,799 14,400
Officer 1999 650,000 290,000 181,111 14,400
Donald F. Dillon 2001 657,000 500,000 211,581 15,300
Chairman of the Board, 2000 625,000 350,000 167,017 14,400
Chairman of Information 1999 500,000 - /(1)/ 160,039 14,400
Technology, Inc.
Kenneth R. Jensen 2001 545,000 415,000 183,960 15,300
Senior Executive Vice 2000 519,000 346,000 145,231 14,400
President, CFO and Treasurer 1999 480,000 225,000 138,966 14,400
Norman J. Balthasar 2001 479,200 300,000 103,275 15,300
Corporate Executive Vice 2000 425,000 230,000 89,100 14,400
President, President and COO, 1999 335,000 200,000 87,075 14,400
Financial Institution Group
Gordon G. Rockafellow 2001 378,000 125,000 51,375 15,300
Corporate Executive Vice 2000 360,000 49,763 18,546 14,400
President, President and COO, 1999 343,000 - 20,925 14,400
Trust Services Group
7
(1) Bonus payments are typically paid in February/March for the previous
year's performance and represent amounts paid for incentive awards. Mr.
Dillon's bonus has historically been paid in December, however, his 1999
incentive award was paid in February/March 2000, similar to other
executives.
(2) Perquisites provided to the named executive officers by the Company did
not exceed the lesser of $50,000 or 10% of each named executive
officer's total annual salary and bonus during the fiscal years
indicated and, accordingly, are not included.
(3) Adjusted to recognize a 3-for-2 stock split effective in August 2001.
(4) Amounts shown in this column represent the Company's matching
contributions on behalf of the named executive officers under the
Company's 401(k) Plan for 1999 and 2000. The amount shown for 2001 is
estimated.
The following table sets forth certain information concerning individual grants
of stock options to those individuals listed in the Summary Compensation Table
during 2001.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- ------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise Grant
Options Employees in Price Expiration Date Present
Name Granted/(1)/ Fiscal Year/(2)/ ($/Sh) Date Value/(3)/
---- ------------ ---------------- ------ ---- ----------
Leslie M. Muma 239,203 10.5 37.04 2/14/11 $4,316,897
Donald F. Dillon 211,581 9.3 37.04 2/14/11 3,818,402
Kenneth R. Jensen 183,960 8.1 37.04 2/14/11 3,319,926
Norman J. Balthasar 103,275 4.5 37.04 2/14/11 1,863,804
Gordon G. Rockafellow 51,375 2.3 37.04 2/14/11 927,165
(1) The Company's Stock Option Plan provides for grants of Common Stock to
employees and Directors. In general, the options are granted with an
option price not less than the fair market value of the underlying
shares on the date of grant, with 20% of the options becoming
exercisable annually and expiring 10 years from the date of the grant.
(2) Options to purchase 2,277,308 shares of Common Stock were granted to
employees under the Company's Stock Option Plan during 2001.
(3) These values were calculated using the Black-Scholes single option
pricing model, a formula widely used and accepted for valuing traded
stock options. The model is based on immediate exercisability and
transferability, which are not features of the options shown in the
table. Any ultimate value will depend on the market value of the Common
Stock at a future date. The following assumptions were used to calculate
the values shown: expected price volatility of 49.8%, risk-free rate of
return of 4.6% and option holding period of five years.
8
The following table sets forth certain information concerning the exercise of
stock options granted under the Company's Stock Option Plans by each of the
executive officers named in the Summary Compensation Table during 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Number of Value of
Securities Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options at Options at
On Value Fiscal Year End Fiscal Year End/(1)/
------------------------------ ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
Leslie M. Muma 192,498 $7,098,152 1,373,648 436,319 $42,012,236 $6,553,314
Donald F. Dillon 0 0 660,479 385,889 17,203,012 5,795,564
Kenneth R. Jensen 148,077 5,282,484 1,055,334 335,457 32,274,385 5,037,756
Norman J. Balthasar 44,421 1,632,792 372,721 194,805 10,245,560 2,959,526
Gordon G. Rockafellow 247,173 8,112,224 379,768 72,579 12,217,203 951,474
(1) The value of Unexercised In-the-Money Options is based upon the
difference between the fair market value of the Common Stock underlying
the stock options and the exercise price of the options at December 31,
2001.
Agreements with Executive Officers
The Company currently has in effect key executive employment and severance
agreements ("KEESAs") with certain executive officers of the Company, including
Messrs. Muma, Dillon, Jensen, Balthasar and Rockafellow. The KEESAs provide that
each executive officer who is a party thereto is entitled to benefits if, within
three years after a change in control of the Company (as defined in the KEESAs),
the executive officer's employment is ended through (i) termination by the
Company, other than by reason of death or disability or for cause (as defined in
the KEESAs), (ii) termination by the executive officer for good reason (as
defined in the KEESAs) or (iii) in the case of Messrs. Muma, Dillon and Jensen
only, termination by the executive officer following the six-month anniversary
of the change of control. The benefits provided are (i) a cash termination
payment of two times the sum of the executive officer's annual salary and his
highest annual bonus during the three years before the change in control and
(ii) continuation for up to three years of life, disability, hospitalization,
medical and dental insurance coverage as in effect at the termination. Each
KEESA provides that if any portion of the benefits under the KEESA or any other
agreement for the executive officer would constitute an "excess parachute
payment" for purposes of the Internal Revenue Code, then the executive officer
will have the option either to receive the total payments and pay the 20% excise
tax imposed by the Internal Revenue Code or to have the total payments reduced
such that the executive officer will not be required to pay the excise tax.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
establishing compensation for the Company's Chairman; President and Chief
Executive Officer; Senior Executive Vice President and Chief Financial Officer;
and Corporate Executive Vice Presidents (the "Executives"). In so doing, the
Compensation Committee has developed and implemented compensation policies and
programs which seek to enhance the long-term profitability of the Company,
thereby contributing to the value of shareholders' investment.
9
Base Salary.
- ------------
Each Executive's base salary is derived primarily through an analysis of
appropriate industry and competitive labor markets for executive officers. Based
upon the Company's performance over the past five years when compared to
companies comprising the S&P 500 and the Nasdaq Computer and Data Processing
Services Industry Index, the Compensation Committee believes that the level of
compensation for the Executives is commensurate with that which is being paid to
senior executives by other companies in similar businesses.
Incentive Compensation Plan.
- ----------------------------
For each of the Executives, a cash incentive compensation plan is established at
the beginning of each fiscal year in connection with the establishment of the
Company's strategic plans and annual operating budgets. Each Executive's plan
establishes a range for incentive compensation and a number of performance
objectives. The performance objectives generally include earnings per share
growth, the financial performance of an Executive's business unit, and/or
various other measurable financial and non-financial objectives.
Stock Option Awards.
- --------------------
In addition to annual cash compensation, the Compensation Committee establishes
criteria pursuant to which the Executives may also qualify for the award of
options to acquire the Company's Common Stock at a price equal to market value
on the date of grant. Awards are based 75% on growth in earnings per share and
25% on revenue growth. If the revenue growth percentage exceeds that for
earnings per share, the earnings per share growth percentage will replace the
revenue growth percentage in determining awards. The minimum growth required to
earn awards is 10% and the maximum annual award to any Executive is 1,012,500
shares.
Mr. Muma's 2001 Compensation.
- -----------------------------
Compensation for the Chief Executive Officer aligns with the philosophy and
practices discussed above for the other senior executive officers. At the
beginning of each year, the Compensation Committee sets a target bonus amount
for the Chief Executive Officer. For compensation paid in 2001, Mr. Muma's
performance goals were established based on strategic and financial
measurements, including a target level of earnings per share and implementation
of the Company's acquisition and internal growth strategies. Of these factors,
the Company's target level of earnings per share carried a significantly greater
weight than the aggregate weight assigned to the remaining factors. Mr. Muma's
incentive compensation paid in 2001 reflects favorable achievement of the
established performance objectives, particularly earnings per share and revenue
growth, the key determinants of Mr. Muma's incentive compensation. The
Compensation Committee awarded Mr. Muma stock options in accordance with the
criteria described above for other senior executives.
Section 162(m).
- ---------------
Section 162(m) of the Internal Revenue Code limits the Company's income tax
deduction for compensation paid in any taxable year to certain executive
officers to $1,000,000, subject to several exceptions. It is the policy of the
Compensation Committee that the Company should use its best efforts to cause any
compensation paid to Executives in excess of such dollar limit to qualify for
such exceptions and, therefore, to continue to be deductible by the Company. In
particular, the Company's Stock Option Plan and Executive Incentive Compensation
Plans were designed to permit awards made under the plans to qualify for Section
162(m)'s exception for "performance-based compensation."
Committee Members: Daniel P. Kearney, Chairman
Gerald J. Levy
L. William Seidman
Thekla R. Shackelford
10
Stock Price Performance Graph
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
FISERV, INC., S&P 500 INDEX AND
NASDAQ COMPUTER AND DATA PROCESSING SERVICES INDEX
(Assumes initial investment of $100 and reinvestment of dividends.)
1996 1997 1998 1999 2000 2001
Fiserv, Inc. 100.00 133.67 209.96 234.57 290.45 388.66
S&P 500 100.00 133.43 172.17 208.51 189.93 167.61
Nasdaq Computer and
Data Processing 100.00 122.85 219.18 481.58 222.73 178.59
Assumes $100 invested on December 31, 1996, in each of Company Common Stock, S&P
500 Index and Nasdaq Computer and Data Processing Services Index and
reinvestment of all dividends paid during the five-year period ended December
31, 2001.
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors, the
Audit Committee assists the Board of Directors in fulfilling its responsibility
for oversight of the quality and integrity of the accounting, auditing and
financial reporting practices of the Company. Each of the members of the Audit
Committee is independent as defined in the Nasdaq listing standards.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence. Consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," the Audit
Committee discussed with the auditors any relationships that may impact their
objectivity and independence and satisfied itself as to the auditors'
independence. The Audit Committee also discussed with management, the internal
auditors and the independent auditors the quality and adequacy of the Company's
internal controls and internal audit organization, responsibilities, budget and
staffing. The Audit Committee reviewed with both the independent and the
internal auditors their audit plans, audit scope and identification of audit
risks. The Audit Committee discussed with the independent auditors the matters
required to be discussed by Statement of Auditing Standards No. 61.
11
The Audit Committee has considered the level of non-audit services provided by
the auditors in its consideration of auditor independence.
The Audit Committee reviewed and discussed with management and the independent
auditors the audited financial statements of the Company for 2001. Management
has the responsibility for the preparation of the Company's financial statements
and the independent auditors have the responsibility for the examination of
those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in its Annual Report
on Form 10-K for 2001, for filing with the Commission. The Audit Committee also
recommended the reappointment of the independent auditors and the Board of
Directors concurred in such recommendation.
Committee Members: L. William Seidman, Chairman
Daniel P. Kearney
Thekla R. Shackelford
Independent Auditors
The Company's independent auditors for the year ended December 31, 2001, were
Deloitte & Touche LLP, Milwaukee, Wisconsin. The Board of Directors has
appointed Deloitte & Touche LLP to perform the audit of the Company's financial
statements for the year ended December 31, 2002. A representative of Deloitte &
Touche LLP is expected to be present at the meeting with an opportunity to make
a statement if so desired and to answer appropriate questions.
For 2001, fees for services provided by Deloitte & Touche LLP were as follows:
Audit Fees/(1)/ $ 706,000
Financial information systems design and implementation -
All other fees/(2)/ 953,000
----------
Total $1,659,000
==========
(1) Audit of 2001 annual financial statements and review of financial
statements included in Forms 10-Q.
(2) Consists of $328,000 of audit-related fees including employee benefit
plan audits, service auditors reports, foreign statutory audits and
accounting consultations, and $625,000 of other non-audit related fees
consisting of tax consultations and tax return preparation. The Audit
Committee has considered whether the provision of these services is
compatible with maintaining the external auditors' independence.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and Directors
and persons owning in excess of 10% of the shares of the Common Stock
outstanding to file reports of ownership and changes in ownership with the
Commission. Officers, Directors and 10% shareholders are also required to
furnish the Company with copies of all Section 16(a) forms they file. The
Company believes that, during the year ended December 31, 2001, all of its
officers and Directors complied with Section 16(a) filing requirements.
Shareholder Proposals for the 2003 Annual Meeting
Any proposal which a shareholder wishes to have included in the proxy materials
of the Company relating to the next Annual Meeting of Shareholders, which is
scheduled to be held in March 2003,
12
pursuant to Rule 14a-8 under the Exchange Act ("Rule 14a-8")
must be received at the corporate offices of the Company, 255 Fiserv Drive,
Brookfield, Wisconsin 53045, Attention: Charles W. Sprague, Executive Vice
President, General Counsel, Secretary and Chief Administrative Officer, no later
than October 29, 2002. In addition, a shareholder who otherwise intends to
present business at the 2003 Annual Meeting must comply with the requirements
set forth in the Company's By-laws. Among other things, to bring business before
an Annual Meeting, a shareholder must give written notice thereof, complying
with the By-laws, to the Company at the address listed above not later than 30
days in advance of the scheduled date of the Annual Meeting (subject to certain
exceptions if the date of the Annual Meeting is advanced). Under the By-laws, if
the Company does not receive notice of a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to
present at the 2003 Annual Meeting but do not intend to include in the Company's
Proxy Statement for such meeting) prior to February 25, 2003, then the notice
will be considered untimely and the Company will not be required to present such
proposal at the 2003 Annual Meeting. If the Board of Directors chooses to
present such proposal at the 2003 Annual Meeting, then the persons named in the
proxies solicited by the Board of Directors for the 2003 Annual Meeting may
exercise discretionary voting power with respect to such proposal. It is urged
that any such proposals be sent certified mail, return receipt requested.
Annual Report
The Annual Report of the Company for 2001 will be mailed to each shareholder on
or about February 26, 2002. The Company's Annual Report on Form 10-K for 2001,
filed by the Company with the Commission, will be furnished without charge to
any person requesting a copy thereof in writing and stating such person is a
beneficial holder of shares of Common Stock of the Company on the record date
for the Annual Meeting. Requests and inquiries should be addressed to Charles W.
Sprague.
Other Matters
Pursuant to the rules of the Commission, services that deliver the Company's
communications to shareholders that hold their stock through a bank, broker or
other holder of record may deliver to multiple shareholders sharing the same
address a single copy of the Company's Annual Report to shareholders and Proxy
Statement. Upon written or oral request, the Company will promptly deliver a
separate copy of the Annual Report to shareholders and/or Proxy Statement to any
shareholder at a shared address to which a single copy of each document was
delivered. Shareholders may notify the Company of their requests by calling or
writing Charles W. Sprague, Executive Vice President, General Counsel, Secretary
and Chief Administrative Officer, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045; (262) 879-5000.
By Order of the Board of Directors
/s/ Charles W. Sprague
Charles W. Sprague, Secretary
Brookfield, Wisconsin
February 26, 2002
13
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 879-5000
Fiserv, Inc. is located in the Brookfield Lakes Corporate Center. It is
approximately 25 minutes from Milwaukee General Mitchell International Airport
and 20 minutes from downtown Milwaukee.
From Chicago, go north on I-94 to Milwaukee. After entering Wisconsin, you will
pass through Racine and Kenosha counties. Approaching Milwaukee County, watch
for the I-894 bypass. This is a left lane exit. After approximately nine miles,
this bypass runs back into I-94; take the left lane exit for I-94 to Madison.
The second exit, approximately 3 miles, is Moorland Road north.
From Milwaukee's Mitchell International Airport, take I-94 north to Milwaukee.
As you approach Milwaukee, take I-894 (bypass). This is a left lane exit. After
approximately nine miles, this bypass runs back into I-94; take the left lane
exit for I-94 to Madison. The second exit, approximately 3 miles, is Moorland
Road north.
From Moorland Road, go north approximately 3/4 mile (two stoplights) to
Bluemound Road/Highway 18. Turn left (west) on Bluemound Road and continue
approximately 1-1/2 miles (five stoplights), turning left at the stoplight into
the entrance to Brookfield Lakes Corporate Center (you will see the Wyndham
Gardens Hotel at this entrance).
Traveling from the west, exit I-94 at Bluemound Road/Highway 18. Go east on
Bluemound Road approximately 1-1/2 miles (six stoplights), turning right at the
stoplight into the entrance to Brookfield Lakes Corporate Center.
Once inside Brookfield Lakes, take Corporate Drive approximately 1/4 mile to
Fiserv Drive and turn right. Fiserv Drive leads directly to the Fiserv
headquarters.
[MAP]
[LOGO]FISERV (R)
255 Fiserv Drive
Brookfield, Wisconsin 53045
FISERV, INC.
This Proxy is solicited on behalf of the Board of Directors of Fiserv, Inc.
The undersigned hereby appoints LESLIE M. MUMA, DONALD F. DILLON and CHARLES W.
SPRAGUE as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
Common Stock of Fiserv, Inc. held of record by the undersigned on February 11,
2002, at the Annual Meeting of Shareholders to be held on March 28, 2002, or any
adjournment thereof. This card also constitutes voting instructions for any
shares held for the undersigned in the 401(k) Savings Plan of Fiserv, Inc. and
Its Participating Subsidiaries and the Fiserv Predecessor Employer Retirement
Plan.
Election of Directors:
Nominees for a term expiring in 2005:
D.F. Dillon
G.J. Levy
G.M. Renwick
Nominee for a term expiring in 2003:
L.M. Muma
You are encouraged to mark your choices in the appropriate boxes on the reverse
side of this proxy card. If you do not mark any boxes your vote will be voted in
accordance with the Board of Directors' recommendation. However, the Proxies can
not vote your shares unless you sign and return this card.
----------------------------
SEE REVERSE
SIDE
----------------------------
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
X Please mark your votes as in this example.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted for proposal 1.
1. Election of three directors to serve for a three-year term expiring in 2005
and one director to serve for a one-year term expiring in 2003:
FOR all nominees and their term WITHHOLD AUTHORITY to vote
listed below (except as written to for all nominees listed below
the contrary on the line provided)
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided below.)
________________________________________
Yes, I will attend the annual meeting on March 28, 2002: [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person. Please mark,
date, sign and return this proxy card promptly.
_________________________________________________
_________________________________________________
SIGNATURE (S) DATE