Good morning, and welcome to the Fiserv Annual Meeting of Shareholders. I am joined today by Mike Lyons, our CEO and a Director of Fiserv, Paul Todd, our CFO, and Gord Nixon, the Chairman of the Board of Directors. Mr. Chairman, please kick off the annual meeting.
Thank you, Walter, and good morning to everybody. Today's meeting is being held online, which enables broad shareholder attendance and provide a consistent experience to all our shareholders, regardless of location. We will conduct the business portion of the meeting first. After the formal meeting, Mike will provide a brief business update and answer shareholder questions. Please note that the rules of the meeting and information regarding forward-looking statements are available on the meeting website. As noted in the rules of conduct, only shareholders who join the meeting using a valid control number may submit questions via the meeting website. We may address questions that are not answered during the meeting by responding on an individual basis or by posting answers on the company's website. Please note that this meeting is being recorded and an archive will be available on our website following the meeting.
Before we address the business of the meeting, I would like to welcome my fellow board members, all of whom are in attendance today. Also with us today, representing Deloitte & Touche, is Eric Brenman, who will be available as needed during the question and answering period. It is now shortly after 10:00 A.M. Central Time on May 21, 2026. I hereby call the meeting to order. The polls are now open for voting. Any shareholder who wishes to vote may do so by clicking the Voting button on the meeting website and following the instructions. No further action is necessary for shareholders who have sent in proxies or already voted via the Internet or by telephone. The board of directors has fixed March 24, 2026, as the record date for determining the shareholders entitled to vote at this meeting.
Cheryl Niebeling is acting as our third-party inspector of elections at this meeting. Ms. Niebeling has informed me that 80% of the company's outstanding shares as of the record date are present, and therefore, we have a quorum. because we have a quorum, this meeting is now legally convened. I will now present the matters to be voted upon. The first matter of business to vote upon is the election of director nominees identified in the proxy statement to serve until the next annual meeting of shareholders. The second matter of business is to vote upon a resolution to approve on an advisory basis the compensation of our named executive officers. The third matter of business is to ratify the audit committee's appointment of Deloitte & Touche as the company's independent auditors for the year 2026.
The fourth matter of business is to vote upon a shareholder proposal requesting an independent board chair policy. I will now invite Glenn Beatty to introduce the proposal in accordance with the rules of conduct. Operator, would you please open the line for Mr. Beatty?
Can you hear me?
We can, Mr. Beatty.
Thank you. Proposal four, independent board chairman, sponsored by John Chevedden. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. An independent lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman, at all times, improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent board chairman could also help Fiserv deal with challenges like those. Financial media highlighted that Fiserv's former leadership team mismanaged capital by overpromising on growth and aggressively repurchasing stock at inflated prices, while leaving the company carrying nearly $29 billion in debt. Fiserv missed its first quarter 2026 revenue estimates. Several financial institutions downgraded Fiserv or cut their price targets in early 2026 due to execution concerns and a weaker than expected near-term earnings outlook. Please vote yes, independent board chairman, Proposal 4. Thank you.
Thank you, Mr. Beatty. We appreciate your proposal. I would highlight that we of course, do have an independent Chairman. In terms of the proposal, the board of directors does not agree with this proposal. We've laid out the reasons in the proxy statement, which we encourage everyone to read. Thank you for your proposal. The votes authorized by the proxy received from the company shareholders are hereby cast as follows. For each of the board nominees, for the resolution to approve the compensation of our named executive officers, for the appointment of Deloitte & Touche, against the shareholder proposal. As a reminder, any shareholder who has not yet voted should do so by clicking the voting button on the web portal and following the instructions.
I would now declare that the polls for the 2026 annual shareholder meeting are closed. We have been informed by the Inspector of Elections that the preliminary vote report shows the nominees for the election of the Board have been duly elected. The vote regarding the compensation of our named executive officers has also been approved. The appointment of Deloitte & Touche is ratified, and the shareholder proposal has been rejected. We will report the final vote tallies in the Form 8-K after the meeting. The Secretary of the company did not receive proper notice of any business or proposal to come before the meeting as of February 16th, 2026, as required by our bylaws.
As there is no further business, the formal meeting is adjourned. I will now turn it over to Mike, who will provide a brief update on the business and ultimately answer any shareholder questions.
Thank you, Gordon. For those of you on the line, welcome to the 2026 annual meeting. In 2025, we took actions to position the company for long-term success by investing decisively in our platforms, reinforcing a client-first culture and operating model, and resetting our financial targets. These steps reflect the output of a comprehensive review of the company that we completed last fall, which provided us with the opportunity to refocus on the pillars that have long distinguished Fiserv, which includes exceptional client service, world-class execution, value-added technology solutions, and cutting-edge innovation. We are guided by our One Fiserv action plan, which we launched in the fall of 2025. We shared the details of this plan in our roadmap for the future at our Investor Day last week. To learn more, I encourage you to review the Investor Day materials on our website.
In 2026, we are focused on executing that, against that One Fiserv plan and delivering on our financial commitments to drive long-term shareholder value. As we do so, we are committed to engaging constructively with our shareholders. With that, we'll move on to the Q&A. Walter, what questions have we received?
First question. Mike, any comment on Fiserv's talent strategy?
Yes. Overall, we're thrilled with the talent we've been able to recruit to Fiserv, which complements a very strong team that was in place here already. In 2025, our overall employee retention was up, with retention of our highest-performing talent reaching a multi-year high. We're also pleased that our overall employee engagement scores were up 4 percentage points year-over-year. We continually review our talent to ensure the right roles, skills, and capabilities are aligned to our important priorities.
Second question, why did management recommend a vote against the shareholder proposal requesting an independent board chair policy?
Thank you, Walter. Look, as everyone likely knows, I currently serve as an independent Chairman of the Board of Directors. My predecessor, Doyle R. Simons, was our prior Chairman, and he was also independent. Having said that, having been around these issues for a long time, there is no ideal solution, and that we believe that it is important to maintain flexibility to choose a leadership structure that best fits the company's circumstances at any particular time. It's really important that the board have that discretion. That said, we do value shareholder input on governance matters. We do carefully consider the outcome of today's vote, and we continue to evaluate board leadership and its structure going forward.
The third question, why did you pay equity incentives to your officers despite the company's stock performance in 2025?
Firstly, no annual cash incentive payments were made in 2025 in light of the company's performance. Long-term incentive, however, is a little different, and it's an important part of our compensation program. Equity compensation aligns the interest of our executive officers with the interests of our shareholders over a multi-year horizon, which promotes long-term value creation. A significant portion of our awards, and this is very important, are based on PSUs, the value of which depends on the company's achievement of predefined financial targets and strategic goals. In other words, they only pay out if we deliver, and that's the alignment that shareholders should want. Specific awards made in connection with our leadership transition are explained in detail in our compensation discussion and analysis that are included in the proxy statement.
The fourth question, what is your plan for improving company performance and stock price?
Thanks. As I discussed earlier, we are guided by our One Fiserv action plan, and based on that plan, we laid out our medium-term strategic and financial plan at the Investor Day last week, that would ultimately return Fiserv to its roots for shareholder value creation as a constant compounder. We're simplifying how we operate, including standardizing processes, modernizing our tech infrastructure, adopting new ways of working, and embedding AI to create a higher quality, more productive business. These efforts are designed to strengthen efficiency, scalability, and innovation to deliver differentiated value and an exceptional client experience.
Fifth question, can you talk more about your strategy regarding divestitures?
Sure. We continue to evaluate businesses and assets to ensure that they are consistent with our go-forward strategy. This includes thoroughly reviewing the portfolio for businesses that may be redundant, non-strategic, or better owned by somebody else. This exercise is critical in focusing our time and resources on our most important assets and activities. To this end, we recently announced the sale of a majority stake in our ATM businesses to Bridgeport Private Equity. ATM services are an important surround for our clients, and we believe we can greatly enhance our offering through this partnership. We've also reached an agreement to sell our student loan processing business to further focus on high-value core areas to our strategy. These are proof points that we are being disciplined in allocating capital, including exiting businesses that do not fit our strategic and financial profile.
Thank you, Gordon and Mike. Those are the questions that we have for today. That concludes this year's annual meeting.
The meeting has concluded. You may now disconnect.