Fiserv shareholders back pay, reject independent chair plan

Fiserv shareholders back pay, reject independent chair plan

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8-K Event Classification

Key Figures

Key Terms

What did Fiserv (FI) shareholders decide about the board of directors at the 2026 annual meeting?

How did Fiserv (FI) shareholders vote on executive compensation in 2026?

Was Deloitte & Touche LLP ratified as Fiserv (FI)’s auditor for 2026?

What happened to the independent board chair proposal at Fiserv (FI)?

How strong were broker non-votes in Fiserv (FI)’s 2026 shareholder meeting results?

Positive

Negative

Fiserv, Inc. reported the results of its annual shareholder meeting.

(Moderate)

(Neutral)

Form Type

8-K

Fiserv, Inc. reported the results of its annual shareholder meeting. Shareholders elected eleven directors, with each nominee receiving more than 400 million votes in favor and substantial broker non-votes recorded on the director items.

Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 323,865,898 votes for and 92,820,632 against, indicating strong but not unanimous support. They also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 427,451,661 votes for and 36,179,569 against. A shareholder proposal requesting an independent board chair policy was rejected, drawing 67,875,650 votes for and 348,333,433 votes against.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Say-on-pay votes for: 323,865,898 votes Say-on-pay votes against: 92,820,632 votes Auditor ratification votes for: 427,451,661 votes +5 more

8 metrics

Say-on-pay votes for 323,865,898 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 92,820,632 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 427,451,661 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Auditor ratification votes against 36,179,569 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Independent chair proposal votes for 67,875,650 votes Shareholder proposal requesting an independent board chair policy

Independent chair proposal votes against 348,333,433 votes Shareholder proposal requesting an independent board chair policy

Broker non-votes on proposals 46,429,220 votes Broker non-votes on non-routine items including directors and advisory proposals

Number of directors elected 11 directors Board elected to serve until the next annual meeting

broker non-votes, advisory basis, independent registered public accounting firm, shareholder proposal, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 67,875,650 | | 348,333,433 | | 1,336,775 | | 46,429,220"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"The Company’s shareholders rejected a shareholder proposal requesting an independent board chair policy"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

independent board chair policy financial

"shareholder proposal requesting an independent board chair policy"

Fiserv shareholders elected eleven directors to serve until the next annual meeting. Each nominee received over 400 million votes for and several million votes withheld, with additional broker non-votes recorded, indicating broad but varied support across the slate.

Shareholders approved Fiserv’s named executive officer compensation on an advisory basis. There were 323,865,898 votes for, 92,820,632 against, 859,328 abstentions, and 46,429,220 broker non-votes, showing clear majority support but a meaningful block of opposition.

Yes. Fiserv shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 427,451,661 votes for, 36,179,569 against, and 343,848 abstentions recorded in the vote.

Shareholders rejected the proposal requesting an independent board chair policy. The vote totaled 67,875,650 shares for, 348,333,433 against, 1,336,775 abstentions, and 46,429,220 broker non-votes, indicating strong opposition to adopting this governance change.

Broker non-votes were significant on non-routine items. Director elections and advisory proposals, including compensation and the independent chair policy, each showed 46,429,220 broker non-votes, which did not count as votes for or against those matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:33 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 21, 2026

Fiserv, Inc.

(Exact Name of Registrant as Specified in Charter)

Wisconsin

1-38962

39-1506125

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 N. Vel R. Phillips Avenue, Milwaukee, Wisconsin 53203

(Address of Principal Executive Offices, Including Zip Code)

(262) 879-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FISV	The NASDAQ Stock Market LLC
1.125% Senior Notes due 2027	FISV27	The NASDAQ Stock Market LLC
1.625% Senior Notes due 2030	FISV30	The NASDAQ Stock Market LLC
3.000% Senior Notes due 2031	FISV31	The NASDAQ Stock Market LLC
4.500% Senior Notes due 2031	FISV31A	The NASDAQ Stock Market LLC
2.875% Senior Notes due 2028	FISV28C	The NASDAQ Stock Market LLC
3.500% Senior Notes due 2032	FISV32	The NASDAQ Stock Market LLC
4.000% Senior Notes due 2036	FISV36	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Fiserv, Inc. (the “Company”) held its annual meeting of shareholders on May 21, 2026. At that meeting, the Company’s shareholders voted on four matters as follows:

Election of Directors

The Company’s shareholders elected eleven 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
Stephanie E. Cohen	414,678,542	2,867,316	46,429,220
Henrique de Castro	400,950,941	16,594,917	46,429,220
Harry F. DiSimone	414,087,387	3,458,471	46,429,220
Céline Dufétel	414,710,987	2,834,871	46,429,220
Lance M. Fritz	401,227,916	16,317,942	46,429,220
Ajei S. Gopal	404,109,445	13,436,413	46,429,220
Michael P. Lyons	414,744,203	2,801,655	46,429,220
Wafaa Mamilli	410,582,295	6,963,563	46,429,220
Gordon M. Nixon	410,215,021	7,330,837	46,429,220
Gary S. Shedlin	412,497,761	5,048,097	46,429,220
Charlotte B. Yarkoni	411,790,120	5,755,738	46,429,220

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 2026 proxy statement by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
323,865,898	92,820,632	859,328	46,429,220

Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following votes:


Votes For	Votes Against	Abstentions
427,451,661	36,179,569	343,848

Shareholder Proposal Requesting an Independent Board Chair Policy

The Company’s shareholders rejected a shareholder proposal requesting an independent board chair policy by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
67,875,650	348,333,433	1,336,775	46,429,220

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

4 documents

FISERV, INC.

Date: May 22, 2026

/s/ Paul M. Todd

Paul M. Todd

Chief Financial Officer