Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On March 22, 2020, the Board of Directors of Fiserv, Inc. (the "Company")
approved an amendment and restatement of the amended and restated by-laws (as
amended, the "By-laws") of the Company. The amendment and restatement permits
the Company to hold meetings of its shareholders by remote communication.
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
Item 5.04. Temporary Suspension of Trading under Registrant's Employee Benefit
As previously disclosed in a Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on February 14, 2020, the Company had
provided notice to participants in the 401(k) Savings Plan of Fiserv, Inc. and
Its Participating Subsidiaries (the "Prior Plan") and the Fiserv 401(k) Savings
Plan (the "New Plan" and, together with the Prior Plan, the "Plans") that there
would be a blackout period with respect to the Fiserv Company Stock Funds in the
Plans that are invested in the Company's common stock. The blackout period was
required to facilitate the merger of the Prior Plan into the New Plan, which had
been planned to occur on April 1, 2020. The blackout period was expected to
begin on March 26, 2020 at 4:00 p.m. (Eastern Time) and end on April 8, 2020 at
8:00 a.m. (Eastern Time). On February 14, 2020, the Company provided a notice to
its directors and executive officers informing them that, during the blackout
period, they would be restricted from purchasing, selling or otherwise acquiring
or transferring any equity securities of the Company except as permitted by
On March 22, 2020, in light of market volatility considerations, the Company
determined to defer the merger of the Prior Plan into the New Plan to a later
time, which the Company has not yet determined. As a result, both the blackout
period with respect to the Fiserv Company Stock Funds in the Plans that are
invested in the Company's common stock and the blackout period for the Company's
directors and executive officers pursuant to Regulation BTR have been cancelled.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibit set forth in the following Exhibit Index is being
Exhibit Index to Current Report on Form 8-K
3.1 Amended and Restated By-laws, dated March 22, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Glimpses