Not independent
Tenure on this board
21.1 yrs
11 nominees · 4 ballot items.
Election of eleven directors; advisory approval of executive compensation (Say-on-Pay); ratification of Deloitte & Touche LLP as independent auditors; shareholder proposal requesting an independent board chair policy.
Elect eleven directors to serve for a one-year term and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay). Management seeks approval to confirm shareholder support for its compensation philosophy, which emphasizes pay-for-performance, a heavy weighting of equity-based awards, rigorous performance metrics, and retention during leadership transitions. The board and the talent and compensation committee explain adjustments to incentive metrics for 2026 (e.g., adjusted revenue for incentive compensation, adjusted operating margin, and One Fiserv action plan metrics) and point to prior shareholder support (91% in 2025) as evidence of alignment. The proposal includes the formal “RESOLVED” resolution language. The board recommends a vote FOR, arguing that the program aligns management incentives with long-term shareholder value, supports retention of key leaders during transition, and incorporates shareholder feedback; the committee also describes governance safeguards such as clawback policies, stock ownership requirements, and prohibition of hedging. Significant context includes recent leadership changes, sign-on and replacement awards for new executives, supplemental 2026 awards for retention and strategic execution, and revised PSU metrics that reflect the One Fiserv action plan; management acknowledges the vote is advisory and will consider results when making future compensation decisions.
Ratify the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
A shareholder proposal requesting the board adopt a policy requiring the chairman of the board be an independent director and separate from the CEO.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 9.43% | 50,260,950 | $2.8B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.21% | 33,123,138 | $1.8B |
| 3 | STATE STREET CORP | 4.44% | 23,676,383 | $1.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.97% | 21,183,892 | $1.2B |
| 5 | HARRIS ASSOCIATES L P | 3.56% | 18,999,366 | $1.1B |
| 6 | Capital World Investors | 2.61% | 13,903,314 | $776M |
| 7 | BlackRock, Inc. | 2.54% | 13,534,966 | $755M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 11,438,893 | $635M |
| 9 | BlackRock, Inc. | 2.07% | 11,061,340 | $617M |
| 10 | FEDERATED HERMES, INC. | 1.46% | 7,793,236 | $435M |
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