Fiserv, Inc. (NASDAQ:FISV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
(d)On February21, 2018, Harry F. DiSimone was appointed to the board of directors of Fiserv, Inc. (the “Company”). Mr.DiSimone will serve on the compensation committee of the board of directors.
Mr.DiSimone will participate in the Company’s standard non-employee director compensation arrangements set forth on the Non-Employee Director Compensation Schedule filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June30, 2015. In connection with his appointment, Mr.DiSimone 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 for the year ended December31, 2007.
| Item 5.02. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February26, 2018, the Company filed an amendment (the “Amendment”) to its Restated Articles of Incorporation (the “Articles”) with the Wisconsin Department of Financial Institutions to change each share of common stock, $.01 par value, of the Company (the “Common Stock”) outstanding or held in treasury into two shares of Common Stock to effect a two-for-one split of the Common Stock. The Amendment increased the Company’s authorized shares of Common Stock from 900,000,000 to 1,800,000,000, effective at the close of business on March5, 2018 (the “Record Date”).
In connection with the two-for-one stock split, at the Record Date, each share of Common Stock outstanding or held in treasury immediately prior to the Record Date will be changed into two shares of Common Stock. Stock certificates evidencing shares of Common Stock outstanding or held in treasury on the Record Date will continue to evidence the same number of shares that such certificates evidenced prior to the Record Date, and the additional shares will be evidenced in book-entry form only, without stock certificates, on March19, 2018 to persons who were at the Record Date the holders of Common Stock.
The Amendment and the Company’s Restated Articles of Incorporation, reflecting the Amendment, are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.02. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are being filed herewith: |
Exhibit Index to Current Report on Form 8-K
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FISERV INC ExhibitEX-3.1 2 d640937dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF FISERV,…To view the full exhibit click here
About Fiserv, Inc. (NASDAQ:FISV)
Fiserv, Inc. is a provider of financial services technology. The Company operates through two segments: Payments and Industry Products (Payments) and Financial Institution Services (Financial). The Payments segment provides debit and credit card processing and services, electronic bill payment and presentment services, Internet and mobile banking software and services, person-to-person payment services, and other electronic payments software and services. The Financial segment provides banks, thrifts, credit unions, and leasing and finance companies with account processing services, item processing and source capture services, loan origination and servicing products, cash management and consulting services, and other products and services. The Company serves banks, thrifts, credit unions, investment management firms, leasing and finance companies, retailers, merchants, mutual savings banks and building societies.