255 Fiserv Drive

Brookfield, Wisconsin 53045

April ~~6, 2015~~11, 2017

You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to be held at our ~~corporate offices~~office in Brookfield, Wisconsin on Wednesday, May ~~20, 2015~~24, 2017 at 10:00 a.m. This is an important day on the Fiserv calendar, as it is an opportunity to review our financial results and strategic progress in providing our clients, and their customers, innovative technology products and services.

(CT). Information about the meeting and the matters on which shareholders will act is set forth in the accompanying Notice of ~~2015~~2017 Annual Meeting of Shareholders and Proxy Statement. ~~Following action on these matters, we will present a report on our business activities.~~ You can find financial and other information about Fiserv in ~~the accompanying~~our Form 10-K for the fiscal year ended December 31, ~~2014.~~2016. We welcome your comments or inquiries about our business that would be of general interest to shareholders during the meeting.

We urge you to be represented at the annual meeting, regardless of the number of shares you own or whether you are able to attend the annual meeting in person, by voting as soon as possible. Shareholders can vote their shares via the Internet, by telephone or by mailing a completed and signed proxy card (or voting instruction form if you hold your shares through a broker).

Sincerely,

LOGO

Jeffery W. Yabuki

President and Chief Executive Officer

LOGO

Time and Date:

Wednesday, May ~~20, 2015,~~24, 2017 at 10:00 a.m. ~~local time~~(CT)

Place:

Fiserv, ~~Corporate Offices,~~ 255 Fiserv Drive, Brookfield, Wisconsin 53045

Matters To Be Voted On:

1.	Election of ~~ten~~nine directors to serve for a one-year term and until their successors are elected and qualified.

2.	Approval, on an advisory basis, of the compensation of our named executive officers.

3.	Approval, on an advisory basis, of the frequency of the shareholder advisory vote on the compensation of our named executive officers.

4.	Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2015.~~2017.

4.5.	Shareholder proposal ~~on executive retention of stock,~~seeking an amendment to our proxy access by-law, if properly presented.

~~Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.~~

Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Who Can Vote:

Holders of Fiserv stock at the close of business on March ~~23, 2015.~~27, 2017.

Date of Mailing:

On April ~~6, 2015,~~11, 2017, we ~~began~~will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

By ~~order~~Order of the ~~board~~Board of ~~directors,~~Directors,

LOGO

Lynn S. McCreary

Secretary

April ~~6, 2015~~11, 2017

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May ~~20, 2015:~~24, 2017: The proxy statement, ~~2014 annual report~~2016 Annual Report on Form 10-K and the means to vote by Internet are available at http://www.proxyvote.com.

LOGO


Proxy Statement Summary			101

Proxy and Voting Information			506

Security Ownership of Certain Beneficial Owners and Management			809

Proposal 1. Election of Directors			1011
Our Board of Directors			1011
Majority Voting			1011
Nominees for Election			1112
Corporate Governance			1617
Director Compensation			2123

Proposal 2. Advisory Vote to Approve Executive Compensation			2527
Compensation Discussion and Analysis			2729
Compensation Committee Report			3943
Compensation Committee Interlocks and Insider Participation			3943
Executive Compensation			4044
Summary Compensation Table			4044
Grants of Plan-Based Awards in ~~2014~~2016			4146
Outstanding Equity Awards at December 31, ~~2014~~2016			4247
Option Exercises and Stock Vested During ~~2014~~2016			4449
Non-Qualified Deferred Compensation in 2016			50
Potential Payments Upon Termination or Change in Control			4551
Section 16(a) Beneficial Ownership Reporting Compliance			5360

Proposal 3. Advisory Vote on Frequency of Shareholder Advisory Vote on Executive Compensation			61

Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm			5462
Independent Registered Public Accounting Firm and Fees			5563
Audit Committee Pre-Approval Policy			5563
Audit Committee Report			5563

Proposal 4.5. Shareholder Proposal			5664
Fiserv’s Statement Inin Opposition			5765

Other Matters			5966
Shareholder Proposals for the ~~2016~~2018 Annual Meeting			5966
Proxy Statement and Annual Report Delivery			5966

Appendix A.A – Non-GAAP Financial Measures			6067

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting


Time and Date:		Wednesday, May ~~20, 2015,~~24, 2017 at 10:00 a.m. ~~local time~~(CT)

Place:		Fiserv ~~Corporate Offices~~
		255 Fiserv Drive
		Brookfield, Wisconsin 53045

Record Date:		March ~~23, 2015~~27, 2017

Voting:		Shareholders as of the record date are entitled to vote by Internet at www.proxyvote.com; telephone at1-800-690-6903; completing and returning their proxy card or voter instruction card; or in person at the annual meeting ~~(street holders~~(shareholders who hold shares through a bank, broker or other nominee must obtain a legal proxy from their bank, broker or other nominee granting the right to vote).

Proxy Statement

This proxy statement is furnished in connection with the solicitation on behalf of the board of directors of Fiserv, Inc., a Wisconsin corporation, of proxies for use at our ~~2015~~2017 annual meeting of shareholders. This proxy statement is being ~~sent and~~ made available to our shareholders entitled to vote at the annual meeting on or about April ~~6, 2015.~~11, 2017.

Purposes of Annual Meeting

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

Agenda Item

Board Vote
Recommendation

Page Reference

for More Detail

1.

Election of Directors

FOR each

10

Election of Directors

The board of directors has nominated nine individuals for election as directors. All nominees are currently serving as directors and all, except Mr. Yabuki, our president and chief executive officer, are independent. We believe that each nominee for director has the requisite experience, integrity and sound business judgment to serve as a director.

FOR each

Director Nominee

11

The board of directors has nominated ten individuals for election as directors. All nominees are currently serving as directors and all, except Mr. Yabuki, our President and Chief Executive Officer, are independent. We believe that each nominee for director has the requisite experience, integrity and sound business judgment to serve as a director.

Director Nominee

2.

Advisory Vote on Named Executive Officer Compensation

FOR

25

Advisory Vote on Named Executive Officer Compensation

The board of directors is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our compensation program for named executive officers is designed to create long-term shareholder value by rewarding performance as described in the Compensation Discussion and Analysis section of this proxy statement.

FOR

27

The board of directors is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our compensation program for named executive officers is designed to create long-term shareholder value by rewarding performance as described in the Compensation Discussion and Analysis section of this proxy statement.

3.

Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm

As a matter of good corporate governance, the audit committee of the board of directors is seeking ratification of its appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.

FOR

54


Agenda Item		Board Vote Recommendation	Page Reference for More Detail
3.	Advisory Vote on Frequency of Shareholder Advisory Vote on Named Executive Officer Compensation The board of directors is asking shareholders to approve, on an advisory basis, the frequency of holding a shareholder advisory vote on the compensation of our named executive officers in accordance with Section 14A of the Exchange Act. Shareholders may vote on whether they prefer to hold the advisory vote on the compensation of our named executive officers every one, two or three years.	1 YEAR	61

4.	Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm As a matter of good corporate governance, the audit committee of the board of directors is seeking ratification of its appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017.	FOR	62

5.	Shareholder Proposal Seeking an Amendment to our Proxy AccessBy-law(if properly presented) In 2016, we implemented proxy access for director nominations by our shareholders on terms consistent with market practices. Under our proxy accessby-law, any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for 3 years may nominate up to the greater of two individuals or 20% of the board for election to the board and requires us to include such nominees in our proxy materials. Accordingly, we believe no further action is needed and that the change to proxy access that the shareholder proposal seeks is not in the best interests of our company or shareholders.	AGAINST	64

Executing on Our Strategy

We delivered ~~strong~~solid results in ~~2014~~2016 highlighted by ~~adjusted~~GAAP revenue growth of 5% and internal revenue growth of 4% compared to 2015 as well as GAAP earnings per share of $4.15 and adjusted earnings per share of ~~$3.37,~~$4.43. This represents a ~~13%~~39% and 14% increase in GAAP earnings per share and adjusted earnings per share, respectively, over ~~2013.~~2015. We also had net cash provided by operating activities of $1.43 billion and free cash flow of $1.08 billion in 2016, a 6% and 8% increase, respectively, compared to the prior year. We made progress in strategic areas that we believe will enhance our future results, and we continued to enhance our level of competitive differentiation ~~through innovation and integration.~~which we believe is essential to sustaining future growth. As discussed further in the Compensation Discussion and Analysis section of this proxy statement, our named executive officer compensation for ~~2014~~2016 was paid or awarded in the context of these results.

~~Adjusted internal~~Internal revenue growth, ~~and~~ adjusted earnings per share and free cash flow arenon-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and ~~a reconciliation~~reconciliations to the most directly comparable GAAP measures.

~~2014 Compensation~~

2016 Governance Highlights

We did not increase the base salary of our chief executive officer in 2014. We paid him a cash incentive award equal to 129% of his target award because we exceeded his target adjusted earnings per share and adjusted internal revenue growth performance goals, and the value of equity compensation we granted to him was more than two times the cash compensation paid to him.

We paid cash incentive awards to other named executive officers above target levels because, among other things, we exceeded the target adjusted earnings per share and target adjusted internal revenue growth performance goals for 2014. The other named executive officers received annual equity incentive awards in 2014 generally at or above target levels reflecting performance at or above target. As a group, 80% of the compensation paid to our named executive officers was in the form of incentive awards, more than half of which was in the form of equity. In addition, more than three-quarters of the aggregate equity awards granted to our named executive officers were in the form of stock options, which are inherently performance-based and have value only to the extent that the price of our stock increases.

~~In 2014,~~On February 19, 2016, our board of directors amended ourby-laws to implement proxy access in the form that it believes is most appropriate for our company and our shareholders and is consistent with current market practices. Specifically, theby-laws provide that any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for three years and that complies with the procedures set forth in ourby-laws may nominate up to the greater of two individuals or 20% of the board of directors for election to the board and require us to include such nominees in our proxy materials. Our board adopted proxy access after considering various potential formulations of proxy access and engaging with a ~~policy~~number of our shareholders who provided valuable feedback on the subject of proxy access.

In addition, in 2016, we added a new independent director to the board, making it the third consecutive year that ~~prohibits our directors and executive officers from hedging or pledging our stock, and~~we have done so.

2016 Compensation Highlights

In 2016, our compensation committee ~~adopted a policy not~~began granting performance share units to ~~enter into new excise tax gross-up arrangements with~~certain executive officers. ~~In addition, in 2015, our executive officers executed amendments to their outstanding equity award agreements to revise~~These performance share units have a three-year performance period, and the ~~criteria for retirement and post-retirement treatment~~number of ~~such awards. These changes enable our executive officers to retain their equity awards following a qualified retirement,~~shares issued at vesting will be based on the company’s achievement of internal revenue growth goals, subject to ~~compliance~~attaining a threshold level of adjusted income from continuing operations over such three-year period.

We also amended the employment agreement with ~~ongoing obligations, which~~Mr. Yabuki in 2016 to provide that he will continue to serve as our president and chief executive officer for at least another three-year term and eliminated his excise taxgross-up benefit. In connection with this amendment, Mr. Yabuki received a grant of performance share units.

We continued to add executive talent to further ~~aligns their long-term interests with those of our shareholders as they approach possible retirement.~~strengthen the company, including by retaining a new chief financial officer and group president during the year.

We encourage you to review the entire “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under “Executive Compensation.”

Board Nominees

The board met ~~five~~eight times during ~~2014~~2016 and each of our directors attended 75% or more of the aggregate number of meetings of the board and the committees on which he or she served, in each case while the director was serving on our board of directors during ~~2014.~~2016. The following table provides summary information on each director nominee. All candidates were nominated in accordance with the company’s governance guidelines. The terms of Daniel P. Kearney and Thomas C. Wertheimer as directors will end at the 2017 annual meeting of shareholders. For more information about each director nominee, please see ~~pages 11–15.~~their full biographies beginning on page 12.

Name

Age

Director

Since

Principal Occupation

Independent

(Y/N)

Current Committee

Memberships

Age

Director
Since

Principal Occupation

Independent

Current Committee
Memberships

Daniel P. Kearney*

75

1999

Financial Consultant

Y

Alison Davis

53

2014

Managing Partner, Fifth Era

Y

Audit

55

2014

Advisor, Fifth Era

Audit

Christopher M. Flink

43

2012

Partner, IDEO

Y

Audit

John Y. Kim

56

2016

President, New York Life Insurance Company

Audit

Nominating and Corp. Governance

Dennis F. Lynch

66

2012

Chairman, Cardtronics, Inc.

Y

Compensation

68

2012

Chairman, Cardtronics plc

Compensation

Nominating
and Corp.
Governance

Denis J. O’Leary

58

2008

Managing Partner, Encore Financial Partners, Inc.

Y

Audit

60

2008

Investor

Audit

Nominating
and Corp.
Governance

Nominating and Corp. Governance

Glenn M. Renwick +

59

2001

Chairman, President and Chief Executive Officer, The Progressive Corporation

Y

Compensation

61

2001

Executive Chairman, The Progressive Corporation

Compensation

Kim M. Robak +

59

2003

Partner, Mueller Robak, LLC

Y

Nominating and Corp. Governance

61

2003

Partner, Mueller Robak, LLC

Nominating
and Corp.
Governance

JD Sherman

51

2015

President and Chief Operating Officer, HubSpot, Inc.

Audit

Doyle R. Simons

51

2007

President and Chief Executive Officer, Weyerhaeuser Company

Y

Compensation

53

2007

President and Chief Executive Officer, Weyerhaeuser Company

Compensation

Thomas C. Wertheimer +

74

2003

Financial Consultant

Y

Audit

Jeffery W. Yabuki

55

2005

President and Chief Executive Officer, Fiserv, Inc.

N

57

2005

President and Chief Executive Officer, Fiserv, Inc.

* Chairman of the Board + Committee Chair

The board of directors of Fiserv, Inc., a Wisconsin corporation, is soliciting ~~shareholders’~~ proxies in connection with our annual meeting of shareholders to be held on Wednesday, May ~~20, 2015~~24, 2017 at 10:00 a.m. ~~local time,~~(CT), or at any adjournment or postponement of the meeting. On ~~or about~~ April ~~6, 2015,~~11, 2017, we ~~mailed~~will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to ~~all~~ shareholders entitled to vote at the annual meeting.

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we may furnish our proxy statement and annual report to shareholders of record by providing access to those documents onvia the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote over the Internet, by telephone or by mail.

Shareholders’ access to our proxy materials via the Internet allows us to reduce printing and delivery costs and lessen adverse environmental impacts. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials.

Solicitation of Proxies

We will pay the cost of soliciting proxies on behalf of the board of directors. Our directors, officers and other employees may solicit proxies by mail, personal interview, telephone or electronic communication. None of them will receive any special compensation for these efforts.

We have retained the services of Georgeson ~~Inc.~~LLC (“Georgeson”) to assist us in soliciting proxies. Georgeson may solicit proxies by personal interview, mail, telephone or electronic communications. We expect to pay Georgeson its customary fee, approximately $10,000, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We also have made arrangements with brokerage firms, banks, nominees and other fiduciaries to forward proxy materials to beneficial owners of shares. We will reimburse such record holders for the reasonable out-of-pocket expenses incurred by them in connection with forwarding proxy materials. Proxies solicited hereby will be

~~Proxies solicited hereby will be returned to the board of directors and will be~~ tabulated by an inspector of election, who will be designated by the board of directors and will not be an employee or director of Fiserv, Inc.

Holders Entitled to Vote

The board of directors has fixed the close of business on March ~~23, 2015~~27, 2017 as the record date for determining the shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, there were ~~237,885,294~~213,076,941 shares of common stock outstanding and entitled to vote, and we had no other classes of securities outstanding.

All of these shares are to be voted as a single class, and you are entitled to cast one vote for each share you held as of the record date on all matters submitted to a vote of shareholders.

Voting Your Shares

You may vote:

By Internet

Visit www.proxyvote.com

By telephone

Dial toll-free 1-800-690-6903

By mailing your proxy card

If you requested a printed copy of the proxy materials, mark your vote on the proxy card, sign and date it, and return it in the enclosed envelope.

In person

If you are a shareholder of record you may join us in person at the annual ~~meeting.~~meeting to be held at our Brookfield, Wisconsin headquarters.


Voting through the Internet or by telephone. You may direct your vote by proxy without attending the annual meeting. You can vote by proxy over the Internet or by telephone until 11:59 p.m. (ET) on May 23, 2017 by following the instructions provided in the Notice. Shareholders voting via the Internet

05 ~~2015 Proxy Statement~~

or by telephone will bear any costs associated with electronic or telephone access, such as usage charges from Internet access providers and telephone companies.

Voting by proxy card. If you requested a printed copy of the proxy materials, you may vote by returning a proxy card that is properly signed and completed. The shares represented by that card will be voted as you have specified.

Banks, brokers or other nominees.Shareholders who hold shares through a bank, broker or other nominee may vote by the methods that their bank or broker makes available, in which case the bank or broker will include instructions with the Notice or this proxy statement. If you wish to vote in person at the annual meeting, you must obtain a legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the annual meeting.

401(k) savings plan.An individual who has a beneficial interest in shares of our common stock allocated to his or her account under the Fiserv, Inc. 401(k) savings plan may vote the shares of common stock allocated to his or her account. We will provide instructions to participants regarding how to vote. If no direction is provided by the participant about how to vote his or her shares by 11:59 p.m. (ET) on May 21, 2017, the trustee of the Fiserv, Inc. 401(k) savings plan will vote the shares in the same manner and in the same proportion as the shares for which voting instructions are received from other participants, except that the trustee, in the exercise of its fiduciary duties, may determine that it must vote the shares in some other manner.

Proxies

~~Daniel P. Kearney, Chairman of the board of directors,~~ Jeffery W. Yabuki, President and Chief Executive Officer, and Lynn S. McCreary, Chief Legal Officer and Secretary, have been selected by the board of directors as proxy holders and will vote shares represented by valid proxies. All shares represented

by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies.

If nothing is specified, the proxies will be voted: ~~to elect~~“FOR” each of the board’s nominees for director; to

~~approve the compensation of our named executive officers as disclosed in this proxy statement; to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;~~“FOR” proposals two and ~~against the shareholder~~four; “1 YEAR” for proposal ~~relating to executive retention of stock,~~three; and “AGAINST” proposal five, if properly presented at the annual meeting.

Our board of directors is unaware of any other matters that may be presented for action at our annual meeting. If other matters do properly come before the annual meeting or any adjournments or postponements thereof, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.

You may revoke your proxy at any time before it is exercised by doing any of the following:

• entering a new vote using the Internet or by telephone

• giving written notice of revocation to Lynn S. McCreary, Chief Legal Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045

• submitting a subsequently dated and properly completed proxy card

• attending the annual meeting and voting in person

However, if your shares are held of record by a bank, broker or other nominee, you must obtain a proxy issued in your name from the record holder.

Quorum

The presence, in person or by proxy, of at least a majority of the outstanding shares of common stock entitled to vote at the annual meeting will constitute a quorum for the transaction of business. Holders of shares that abstain from voting or that are subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. In the event there are not sufficient votes for a quorum or to approve a proposal at the time of the annual meeting, the annual meeting may be adjourned or postponed, in our sole discretion, in order to permit the further solicitation of proxies.

Required Vote




Proposal			Voting Standard

1.	Election of directors		A director will be elected if the number of shares voted “for” that director’s election exceeds the number of votes cast “withheld” with respect to that director’s election.

2.	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement

3.	~~To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015~~		To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.
3.	To approve, on an advisory basis, the frequency of holding a shareholder advisory vote on the compensation of our named executive officers in accordance with Section 14A of the Exchange Act
		The alternative receiving the greatest number of votes – every one, two or three years – will be the frequency that shareholders approve on an advisory basis.
4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017		To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.
5.	To vote on a shareholder proposal ~~relating~~seeking an amendment to ~~executive retention of stock,~~our proxy access by-law, if properly presented at the annual meeting		To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal.

For each of these proposals, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome.

The following table sets forth information with respect to the beneficial ownership of our common stock as of March ~~13, 2015~~14, 2017 by: each current director and director nominee; each executive officer appearing in the Summary Compensation Table; all directors and executive officers as a group; and any person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock based on our review of the reports regarding ownership filed with the Securities and Exchange Commission in accordance with Sections 13(d) and 13(g) of the Securities Exchange ~~Act.~~Act of 1934 (the “Exchange Act”).

Name and Address of Beneficial Owner⁽¹⁾


Number of Shares of
Common Stock
Beneficially Owned ⁽²⁾


Percent of Class ⁽³⁾

T. Rowe Price Associates, Inc.⁽⁴⁾

100 E. Pratt Street

Baltimore, Maryland 21202
   33,406,191    14.0%
The Vanguard Group, Inc.⁽⁵⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355
   19,051,250    8.0%
BlackRock, Inc.⁽⁶⁾

55 East 52nd Street

New York, New York 10022
   13,723,116    5.8%
Jeffery W. Yabuki
   2,724,364    1.1%
Thomas J. Hirsch
   509,708    *
Mark A. Ernst
   318,778    *
Rahul Gupta
   226,008    *
Byron C. Vielehr
   —    *
Alison Davis
   —    *
Christopher M. Flink
   9,686    *
Daniel P. Kearney
   81,674    *
Dennis F. Lynch
   12,446    *
Denis J. O’Leary
   71,739    *
Glenn M. Renwick
   131,483    *
Kim M. Robak
   72,460    *
Doyle R. Simons
   70,873    *
Thomas C. Wertheimer
   52,241    *
All directors and executive officers as a group (18 people)
   4,490,418    1.9%

Name and Address of Beneficial Owner⁽¹⁾

Number of Shares of
Common Stock
Beneficially Owned⁽²⁾

Percent of Class⁽³⁾

T. Rowe Price Associates, Inc.⁽⁴⁾

100 E. Pratt Street

Baltimore, Maryland 21202

30,526,773

14.3%

The Vanguard Group, Inc.⁽⁵⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

20,527,961

9.6%

BlackRock, Inc.⁽⁶⁾

55 East 52nd Street

New York, New York 10055

15,357,733

7.2%

Jeffery W. Yabuki

2,602,437

1.2%

Robert W. Hau

—

*

Thomas J. Hirsch⁽⁷⁾

44,033

*

Mark A. Ernst

468,785

*

Devin B. McGranahan

15,000

*

Byron C. Vielehr

128,134

*

Alison Davis

6,412

*

Daniel P. Kearney

65,735

*

John Y. Kim

359

*

Dennis F. Lynch

21,521

*

Denis J. O’Leary

74,315

*

Glenn M. Renwick

142,608

*

Kim M. Robak

70,602

*

JD Sherman

3,841

*

Doyle R. Simons

81,799

*

Thomas C. Wertheimer

61,316

*

All directors and executive officers as a group (19 people)

4,015,220

1.8%

* Less than 1%.

(1) Unless otherwise indicated, the address for each beneficial owner is care of Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045.

(2) All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities

and Exchange Commission or information provided to us by such beneficial owners. Except as indicated in the footnotes to

`

this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws.

08 ~~2015 Proxy Statement~~


Includes stock options, which, as of March ~~13, 2015,~~14, 2017, were exercisable currently or within 60 days: Mr. Yabuki – ~~2,278,636;~~2,255,734; Mr. Hirsch – ~~472,030;~~29,606; Mr. Ernst – ~~268,372;~~411,246; Mr. ~~Gupta~~Vielehr – ~~173,925; Mr. Flink~~118,405;

Nominees for Election

Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified.The board of directors recommends that you vote ~~in favor~~“FOR” each of its nominees for director.



Alison Davis, 5355 • Director since 2014 • Audit Committee member • Principal occupation: ~~Managing Partner,~~ Advisor, Fifth Era • Experience in global financial services, corporate strategy and financial management			Ms. Davis ~~has been a managing partner of~~is an advisor to Fifth Era, a firm that invests in and incubates early stage technology companies, ~~since 2011.~~and previously served as its Managing Partner from 2011 to 2015. Prior to Fifth Era, she was the ~~managing partner~~Managing Partner of Belvedere Capital Partners, Inc., a private equity firm serving the financial services sector, from 2004 to 2010. Prior to joining Belvedere, she served as ~~chief financial officer~~Chief Financial Officer for Barclays Global Investors, an institutional asset manager that is now part of BlackRock, Inc., from 2000 to 2003, a senior partner at A.T. Kearney, Inc., a leading global management consulting firm, from 1993 to 2000, and a consultant at McKinsey & Company, another leading global management consulting firm, from 1984 to 1993.
	In the past five years, in addition to Fiserv, Ms. Davis has served as a director at the following publicly traded companies: Royal Bank of Scotland Group ~~plc.~~plc (current), a British bank holding ~~company, Diamond Foods, Inc. (current), a packaged food~~ company, Unisys Corporation (current), a global information technology company, ~~LECG Corporation~~Ooma, Inc. (current), a consumer telecommunications company, Diamond Foods, Inc. (former), a ~~consulting firm, City National Bank (former), a wholly owned subsidiary of City National Corporation which is a provider of banking, investment and trust services,~~packaged food company, and Xoom Corporation (former), a digital money transfer provider. ~~She also currently serves as a director at Ooma, Inc., a privately held consumer telecommunications company.~~

		The board concluded that Ms. Davis should be a director of the company because of her extensive experience in global financial services, corporate strategy and financial management.

~~Christopher M. Flink, 43~~John Y. Kim, 56 • Director since ~~2012~~2016 • Audit ~~Committee and Nominating and Corporate Governance~~ Committee member • Principal occupation: ~~Partner, IDEO~~ President, New York Life Insurance Company • Experience ~~with innovative technologies and helping companies innovate and grow~~in the financial services industry			Mr. Kim has served as President of New York Life Insurance Company, a mutual life insurance company, since 2015. Since 2008, Mr. Kim served in various other positions at New York Life, including as its Chief Investment Officer from 2011 to 2015; President of the Investments Group from 2012 to 2015; and Chief Executive Officer and President of New York Life Investments from 2008 to 2012. Prior to joining New York Life in 2008, Mr. Kim was President of Prudential Retirement, a provider of retirement plan solutions, and its predecessor organization, CIGNA Retirement and Investment Services, from 2002 to 2007. Mr. Kim also served as Chief Executive Officer of Bondbook, an electronic bond trading company, from 2001 to 2002; President and CEO of Aeltus Investment Management Inc., now known as ING Investment Management Company, from 1994 to 2000; and Managing Director of Mitchell Hutchins Asset Management, Inc., now part of UBS Global Asset Management, from 1993 to 1994. Mr. Flink is a partner at the innovation and design firm IDEO where he leads key client relationships, guiding portfolios of innovation projects in retail, education and consumer products. In his 17 years at IDEO, Mr. Flink has held a variety of roles, from heading the firm’s Consumer Experience Design practice to co-founding its New York office. Mr. FlinkKim also teaches at Stanford University where he is a lecturer at the Graduate School of Business, a consulting associate professor at the Hasso Plattner Institute of Design (d.school), and a member of the d.school’s leadership team. ~~In the past five years, in addition to Fiserv, Mr. Flink has served~~currently serves as a director of ~~E*TRADE Financial~~New York Life Insurance and Annuity Corporation, ~~(current),~~ a ~~publicly traded financial services~~wholly owned life insurance subsidiary of New York Life and registered investment company. Mr. Kim was recommended to the nominating and corporate governance committee by one of the company’s independent directors. The board concluded that Mr. ~~Flink~~Kim should be a director of the company because of his ~~strong understanding of innovative technologies and his 20 years of~~extensive experience ~~helping companies of all kinds innovate and grow.~~in the financial services industry.


12 ~~2015 Proxy Statement~~

Denis J. O’Leary, 5860

• Director since 2008

• Audit Committee and

Nominating and Corporate

Governance Committee member

• Principal occupation: ~~Managing Partner, Encore Financial Partners, Inc.~~

Investor

• Experience in the banking,

technology and information ~~technology~~services

industries

~~In 2009,~~ Mr. O’Leary ~~became~~is a private investor, and from 2009 to 2015, he served as Managing Partner of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States. From 2006 to 2009, he was a senior advisor to The Boston Consulting Group with respect to the enterprise technology, financial services and consumer payments industries. Through early 2003, he spent 25 years at J.P. Morgan Chase & Company and its predecessors in various capacities, including Director of Finance, Chief Information Officer, Head of Retail Branch Banking, Managing Executive of Lab Morgan, and, from 1994 to 2003, Executive Vice President.

~~In the past five years, in addition to Fiserv,~~ Mr. O’Leary ~~has served as a director of McAfee, Inc. (former), a formerly publicly traded supplier of computer security solutions. He~~ also currently serves as a director at CrowdStrike, Inc., a privately held computer security software company, Hamilton State Bancshares, Inc., a privately held bank holding company, and The Warranty Group, Inc., a privately held provider of extended warranty programs and related benefits.

The board concluded that Mr. O’Leary should be a director of the company because of his extensive knowledge of and experience in ~~both~~ the banking, technology and information ~~technology~~services industries.

Glenn M. Renwick, 5961

• Director since 2001

• Compensation Committee chair

• Principal occupation:

Executive Chairman, ~~President and Chief Executive Officer,~~ The

Progressive Corporation

• Experience in business leadership

and information technology

Mr. Renwick is ~~Chairman, President and Chief~~ Executive ~~Officer~~Chairman of The Progressive Corporation, a publicly traded property and casualty insurance ~~company.~~company, and also served as its President and Chief Executive Officer from 2001 to 2016. Before being named Chief Executive Officer in 2001, Mr. Renwick served as Chief Executive Officer – Insurance Operations and Business Technology Process Leader from 1998 through 2000. Prior to that, he led Progressive’s consumer marketing group and served as president of various divisions within Progressive. Mr. Renwick joined Progressive in 1986 as Auto Product Manager for Florida.

In the past five years, in addition to Fiserv, Mr. Renwick has served as a director at the following publicly traded companies: The Progressive Corporation (current) and UnitedHealth Group Incorporated (current), a provider of health insurance.

The board concluded that Mr. Renwick should be a director of the company because he is an accomplished business leader with ~~significant~~ information technology experience.


13 ~~2015 Proxy Statement~~

Kim M. Robak, 5961

• Director since 2003

• Nominating and Corporate

Governance Committee chair

• Principal occupation:

Partner at Mueller Robak, LLC

• Experience in ~~the fields of~~ law, government

and technology

Ms. Robak has been a partner at Mueller Robak, LLC, a government relations firm, since 2004. Prior to that, Ms. Robak was Vice President for External Affairs and Corporation Secretary at the University of Nebraska from 1999 to 2004. Ms. Robak served as the Lieutenant Governor of the State of Nebraska from 1993 to 1999, as Chief of Staff from 1992 to 1993, and as Legal Counsel from 1991 to 1992. Prior to 1991, Ms. Robak was a partner at the law firm Rembolt Ludtke Milligan and Berger. During her tenure in state government, she chaired the Governor’s Information Resources Cabinet and led the Information Technology Commission of Nebraska.

Ms. Robak also currently serves as a director at Ameritas Mutual Holding Company, a privately held provider of life insurance, annuities, and mutual funds, Ameritas Life Insurance Corporation, a privately held life insurance company, and Union Bank & Trust Company, a privately held financial institution.

The board concluded that Ms. Robak should be a director of the company because she is an accomplished businessperson ~~and community leader~~ who brings a variety of experiences to the board through her work in ~~the fields of~~ law, government and technology.

Jeffery W. Yabuki, 5557

• Director since 2005

• Principal occupation:

President and Chief Executive

Officer, Fiserv, Inc.

• Experience in senior management

positions including as chief

executive officer of the company

Mr. Yabuki has served as our President and Chief Executive Officer since 2005. Before joining Fiserv, Mr. Yabuki served as Executive Vice President and Chief Operating Officer for H&R Block, Inc., a financial services firm, from 2002 to 2005. From 2001 to 2002, he served as Executive Vice President of H&R Block and from 1999 to 2001, he served as the President of H&R Block International. From 1987 to 1999, Mr. Yabuki held various executive positions with American Express Company, a financial services firm, including President and Chief Executive Officer of American Express Tax and Business Services, Inc.

Mr. Yabuki also currently serves as a director at Ixonia Bancshares, Inc., a privately held bank holding company.

The board concluded that Mr. Yabuki should be a director of the company because he has extensive senior management experience and serves as the chief executive officer of the company.

Corporate Governance

At a Glance

Name

~~Independent~~

~~Audit Committee~~

Independent

~~Compensation~~
~~Committee~~

Audit Committee

Compensation
Committee

Nominating and
Corporate Governance
Committee

Daniel P. Kearney

Chairman of the Board

ü

Alison Davis

ü

~~Christopher M. Flink~~John Y. Kim

ü

Dennis F. Lynch

ü

Denis J. O’Leary

ü

Glenn M. Renwick

ü

C

Kim M. Robak

ü

C

JD Sherman

Doyle R. Simons

ü

Thomas C. Wertheimer

ü

C

Jeffery W. Yabuki

C= Committee Chair

Director Independence

Our board of directors has determined that Alison Davis, ~~Christopher M. Flink,~~ Daniel P. Kearney, John Y. Kim, Dennis F. Lynch, Denis J. O’Leary, Glenn M. Renwick, Kim M. Robak, JD Sherman, Doyle R. Simons and Thomas C. Wertheimer are “independent” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). ~~In addition,~~Prior to his resignation on June 21, 2016, our board of directors also determined that ~~Donald F. Dillon, who served as Chairman~~Christopher M. Flink was independent within the meaning of ~~the board of directors until May 28, 2014, was independent.~~that rule. Mr. Yabuki is not independent because he is a current employee of Fiserv.

Board Meetings and Attendance

During our fiscal year ended December 31, ~~2014,~~2016, our board of directors held ~~five~~eight meetings. Each director attended at least 75% of the aggregate of the number of meetings of the board of directors and the number of meetings held by all committees of the board on which she or he served, in each case while the director was serving on our board of directors. Our directors meet in executive session without management present at each regular meeting of the board of directors.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our ~~2014~~2016 annual meeting of shareholders attended the meeting.

The board of directors considers the performance of the board and of individual directors, and each committee of the board reviews its performance, on an annual basis.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. The directors currently serving on these committees satisfy the independence requirements ~~contained in~~of the NASDAQ Marketplace Rules applicable to such committees, including the enhanced independence requirements for members of the audit committee and compensation committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of each of these charters available free of charge on our website at http://~~investors.fiserv. com/documents.cfm.~~investors.fiserv.com/corporate-governance.cfm. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement.


Audit Committee

Mr. Wertheimer(Chair)	~~Duties:~~
Ms. Davis Mr. ~~Flink~~Kim(as of February 22, 2017) Mr. O’Leary Mr. Sherman Number of Meetings held in ~~2014:~~2016: 7		Duties: The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm. Each of the members of the audit committee is independent, as defined by applicable NASDAQ and Securities and Exchange Commission rules. The board of directors has determined that Ms. Davis and Messrs. Kim, O’Leary, Sherman and Wertheimer are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Mr. Renwick(Chair) Mr. Lynch Mr. Simons Number of Meetings held in ~~2014:~~2016: 5		Duties: The compensation committee of the board of directors is responsible for overseeing executive officer compensation. The compensation committee’s responsibilities include: approval of executive officer compensation and benefits; administration of our equity incentive plans including compliance with executive stock ownership requirements; and approval of severance or similar termination payments to executive officers. Each of the members of the compensation committee is a non-employee director and “independent” as defined by applicable NASDAQ rules. Additional information regarding the compensation committee and our policies and procedures regarding executive compensation, including, among other matters, our use of compensation consultants and their role, and management’s role, in determining compensation, is provided below under the heading “Compensation Discussion and Analysis – Determining and Structuring Compensation – Determining Compensation.”
Nominating and Corporate Governance Committee
~~Ms. Robak~~~~(Chair)~~		~~Duties:~~
Ms. Robak(Chair) Mr. ~~Flink~~Lynch Mr. O’Leary Number of Meetings held in ~~2014:~~62016: 4		Duties: The nominating and corporate governance committee assists the board of directors to identify and evaluate potential director nominees, and recommends qualified nominees to the board of directors for consideration by the shareholders. The nominating and corporate governance committee also oversees our corporate governance policies and practices. Each of the members of the nominating and corporate governance committee is independent as defined by applicable NASDAQ rules.

2016 Director Compensation


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽²⁾		Total ($)
Alison Davis⁽³⁾		93,000		86,066		86,007		265,073

Christopher M. Flink⁽⁴⁾		51,330		86,066		86,007		223,403

Daniel P. Kearney⁽⁵⁾		223,000		86,066		86,007		395,073

John Y. Kim⁽⁶⁾		36,880		73,350		73,308		183,538

Dennis F. Lynch⁽⁷⁾		94,875		86,066		86,007		266,948

Denis J. O’Leary⁽⁸⁾		108,000		86,066		86,007		280,073

Glenn M. Renwick⁽⁹⁾		103,000		86,066		86,007		275,073

Kim M. Robak⁽¹⁰⁾		103,000		86,066		86,007		275,073

JD Sherman⁽¹¹⁾		93,000		86,066		86,007		265,073

Doyle R. Simons⁽¹²⁾		93,000		86,066		86,007		265,073

Thomas C. Wertheimer⁽¹³⁾		103,000		86,066		86,007		275,073

(1) This column includes the following amounts deferred under our non-employee director deferred compensation plan, a non-qualified defined contribution plan: Mr. Kim ($36,880); Mr. O’Leary ($108,000); Mr. Renwick ($103,000); Ms. Robak ($51,500); and Mr. Simons ($93,000).

(2) We granted each non-employee director, other than Mr. Kim, a number of restricted stock units determined by dividing $86,000 by $102.46, the closing price of our common stock on May 18, 2016, the date of the grant, rounded up to the next whole restricted stock unit. Mr. Kim joined the board on July 11, 2016 and we granted him a pro rata number of restricted stock units based on the number of days between his date of election and the date of our next annual meeting of shareholders and using the closing price of our common stock on July 11, 2016 of $110.30. Accordingly, each non-employee director, other than Mr. Kim, received 840 restricted stock units, and Mr. Kim received 665 restricted stock units. The restricted stock units vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

We granted each non-employee director, other than Mr. Kim, a number of stock options determined by dividing $86,000 by a binomial valuation of an option of one share of our common stock on May 18, 2016, the grant date, rounded up to the next whole option. We

granted Mr. Kim a pro rata number of stock options based on the number of days between the date of his election and the date of our next annual meeting of shareholders and using the binomial valuation of an option of one share of our common stock on July 11, 2016, the grant date. Accordingly, we granted an option to purchase 2,589 shares of our common stock at an exercise price of $102.46 to each non-employee director, other than Mr. Kim, and an option to purchase 2,050 shares of our common stock at an exercise price of $110.30 to Mr. Kim. The options vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

The dollar amount shown in the table is the grant date fair value of the award. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 31, 2016.

(3) As of December 31, 2016, Ms. Davis held 7,431 options to purchase shares of our common stock, 4,842 of which were vested, and 840 unvested restricted stock units.

(4) On May 18, 2016, Mr. Flink received a grant of restricted stock units and stock options in the manner described in footnote (2) above. Upon Mr. Flink’s resignation from our board of directors on June 21, 2016, these awards

terminated without vesting. As of December 31, 2016, Mr. Flink did not hold any options to purchase shares of our common stock or restricted stock units.

(5) As of December 31, 2016, Mr. Kearney held 39,634 options to purchase shares of our common stock, 37,045 of which were vested, and 840 unvested restricted stock units.

(6) Mr. Kim’s cash compensation includes pro rata compensation for service on the board beginning in the third quarter of 2016. As of December 31, 2016, Mr. Kim held 2,050 options to purchase shares of our common stock, none of which were vested, and 665 unvested restricted stock units.

(7) Mr. Lynch’s cash compensation includes pro rata compensation for service on the nominating and corporate governance committee beginning in the fourth quarter of 2016. As of December 31, 2016, Mr. Lynch held 18,860 options to purchase shares of our common stock, 16,271 of which were vested, and 840 unvested restricted stock units.

(8) As of December 31, 2016, Mr. O’Leary held 48,288 options to purchase shares of our common stock, 45,699 of which were vested, and 840 unvested restricted stock units.

(9) As of December 31, 2016, Mr. Renwick held 50,854 options to purchase shares of our common stock, 48,265 of which were vested, and 840 unvested restricted stock units.

(10) As of December 31, 2016, Ms. Robak held 31,236 options to purchase shares of our common stock, 28,647 of which were vested, and 840 unvested restricted stock units.

(11) As of December 31, 2016, Mr. Sherman held 3,982 options to purchase shares of our common stock, 1,393 of which were vested, and 840 unvested restricted stock units.

(12) As of December 31, 2016, Mr. Simons held 49,974 options to purchase shares of our common stock, 47,385 of which were vested, and 840 unvested restricted stock units.

(13) As of December 31, 2016, Mr. Wertheimer held 50,854 options to purchase shares of our common stock, 48,265 of which were vested, and 840 unvested restricted stock units.

Background

We are conducting anon-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, in accordance with Section 14A of the Exchange Act (commonly referred to as“Say-on-Pay”). Our shareholders previously expressed a preference that we holdSay-on-Pay votes on an annual basis, and our board of directors accordingly determined to holdSay-on-Pay votes every year until the next required advisory vote on the frequency of futureSay-on-Pay votes.

Proposed Resolution

We encourage shareholders to review the Compensation Discussion and Analysis section of this proxy statement as well as the tabular and narrative disclosure under the heading “Executive Compensation.” Our compensation program for named executive officers is designed to create long-term shareholder value by rewarding performance and includes the following key factors for 2016:

• We delivered solid results in 2016 highlighted by GAAP revenue growth of 5% and internal revenue growth of 4% compared to 2015 and a 39% and 14% increase in GAAP earnings per share and adjusted earnings per share, respectively, over 2015. Net cash provided by operating activities and free cash flow also increased 6% and 8%, respectively, compared to the prior year. We made progress in strategic areas that we believe will enhance our future results, and we continued to enhance our level of competitive differentiation which we believe is essential to sustaining future growth. Internal revenue growth, adjusted earnings per share and free cash flow arenon-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and reconciliations to the most directly comparable GAAP measures.

• Our compensation committee seeks to structure compensation that incentivizes our leaders to strive for market-leading performance, which we expect will transfer into long-term value for our shareholders, and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

• We have: (i) a stock ownership policy that requires our executive officers to maintain a substantial investment in Fiserv; (ii) a policy that prohibits executive officers from hedging or pledging our stock; and (iii) a compensation recoupment, or “clawback,” policy, all of which we believe align the interests of our named executive officers with those of our shareholders.

• In 2016, we amended the employment agreements with our chief executive officer to eliminate the excise taxgross-up provisions in those agreements. We do not have excise taxgross-up arrangements with any of our other executive officers, and we have a policy not to enter into such arrangements in the future.

• We provided compensation in the form of cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial, operating and strategic performance by delivering incremental value to executive officers to the extent our stock price increases over time. Specifically:

• Our compensation committee began granting performance share units to certain executive officers. The number of shares issued at vesting is determined by the company’s achievement ofpre-determined performance goals over a three-year period.

• Not including the grant of performance share units to our chief executive officer in 2016 in connection with the amendment to his employment agreement:

• Approximately three-quarters of the compensation that we paid to our named executive officers was in the form of equity, and

• Almosttwo-thirds of the aggregate equity awards granted to our named executive officers were in the form of stock options, which deliver value only to the extent that the price of our stock increases, and performance share units.

• We generally did not provide perquisites to our named executive officers in 2016.

Compensation Discussion and Analysis

Executive Summary

Named Executive Officer

26 ~~2015 Proxy Statement~~

~~Compensation Discussion and Analysis~~

~~Executive Summary~~

Title


~~Named Executive Officer~~				~~Title~~
~~Jeffery W.Yabuki~~				~~President and Chief Executive Officer~~
~~Thomas J. Hirsch~~				~~Chief Financial Officer, Treasurer and Assistant Secretary~~
~~Mark A. Ernst~~				~~Chief Operating Officer~~
~~Rahul Gupta~~
Jeffery W. Yabuki				President and Chief Executive Officer

Robert W. Hau				Chief Financial Officer and Treasurer

Thomas J. Hirsch				Former Chief Financial Officer and Treasurer

Mark A. Ernst				Chief Operating Officer

Devin B. McGranahan				Group President, Billing and Payments Group

Byron C. Vielehr				Group President, Depository Institution Services Group

Overview

The Compensation Discussion and Analysis portion of this proxy statement is designed to provide you with information regarding our executive compensation philosophy, how we determine and structure executive compensation, including the factors we consider in making compensation decisions, and our executive compensation policies. The Compensation Discussion and Analysis focuses on the compensation of the executive officers identified above (our “named executive officers”).

Several important changes occurred in 2016, including that Mr. Hau began serving as our chief financial officer and treasurer on March 14, 2016, following Mr. Hirsch’s retirement from that position. Mr. Hirsch remained at the company to assist our chief executive officer with special projects and the transition to his successor until his departure on March 31, 2017. In addition, Mr. McGranahan joined Fiserv on October 31, 2016 as a group president.

Our Business

Our mission is to provide integrated technology and services solutions tothat enablebest-in-class results for our clients. We pursue this goal with strategies focused on innovative product development, service quality, improved cost effectiveness, aggressive solicitation of new clients and disciplined capital deployment, including strategic acquisitions and divestitures. We face ~~intense~~significant competition from domestic and international companies that are aggressive and well financed. Our industry is characterized by rapidly changing technology, evolving industry standards and

frequent new product introductions. In order to implement our strategic plan, we need to assemble and maintain a leadership team with the integrity, skills and dedication to execute our initiatives. We believe that executive officer compensation can be used to help us achieve our objectives by “paying for performance,” thereby aligning the interests of our executive officers with those of our ~~shareholders.~~shareholders

~~2014~~2016 Business Highlights

We delivered ~~strong~~solid results in ~~2014~~2016 highlighted by ~~adjusted~~GAAP revenue growth of 5% and internal revenue growth of 4% compared to 2015 as well as GAAP earnings per share of $4.15 and adjusted earnings per share of ~~$3.37,~~$4.43. This represents a ~~13%~~39% and 14% increase in GAAP earnings per share and adjusted earnings per share, respectively, over ~~2013.~~2015. We also had net cash provided by operating activities of $1.43 billion and free cash flow of $1.08 billion in 2016, a 6% and 8% increase, respectively, compared to the prior year. We made progress in strategic areas that we believe will enhance our future results, and we continued to enhance our level of competitive differentiation ~~through innovation and integration.~~which we believe is essential to sustaining future growth. Executive officer compensation for ~~2014~~2016 was paid or awarded in the context of these results.

~~Adjusted internal~~Internal revenue growth, ~~and~~ adjusted earnings per share and free cash flow arenon-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and ~~a reconciliation~~reconciliations to the most directly comparable GAAP measures.


29		2017 Proxy Statement

Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. The table below summarizes our current compensation practices as well as those practices we have not implemented because we do not believe they advance the goals of our compensation program:

27 ~~2015 Proxy Statement~~


What We Do			What We Don’t Do

ü	Our compensation committee ~~strives~~seeks to ~~provide total~~structure compensation ~~at a level comparable~~that incentivizes our leaders to strive for market-leading performance, which we expect will transfer into long-term value for our shareholders, and is balanced by the ~~50th percentile~~risk of lower performance-based compensation when we do not meet our ~~peers~~performance objectives.			In 2016, we amended the employment agreements with ~~an opportunity for 75th percentile compensation for superior performance. In 2014, the total compensation of~~ our chief executive officer ~~was between~~to eliminate the ~~50th and 60th percentile of our peers, and the total compensation~~excise taxgross-up provisions in those agreements. We do not have excise taxgross-up arrangements with any of our other ~~named~~ executive officers, ~~was up~~and we have a policy not to enter into such arrangements in the ~~60th percentile of our peers.~~ future.

ü	We provide cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial, operating and ~~operating~~strategic performance by delivering incremental value to executive officers to the extent our stock price increases over time.			We don’t provide separate pension programs or a supplemental executive retirement plan to our named executive officers.
				We generally don’t provide personal-benefit perquisites to our named executive officers.

	In 2016, we began granting performance share units to certain executive officers. The number of shares issued at vesting is determined by the achievement ofüpre-determined performance goals over a three-year period.

	We have a stock ownership policy that requires our executive officers to acquire and maintain a significant amount of Fiserv ~~equity; and in 2015, we amended the terms of the~~ equity ~~awards granted~~ to ~~our executive officers to enable them to retain~~further align their ~~awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term~~ interests with those of our ~~shareholders as they approach possible retirement.~~ long-term shareholders.

ü	We have a policy that prohibits our executive officers from hedging or pledging Fiserv stock.

ü	We have a compensation recoupment, or “clawback,” policy.	~~What We Don’t Do~~ X ~~In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers.~~ X ~~We don’t provide separate pension programs, a supplemental executive retirement plan or other post-retirement payments to our named executive officers.~~ X ~~We generally don’t provide personal-benefit perquisites to our named executive officers.~~

Structuring Compensation

Components of Compensation

The elements of compensation that we provided ~~to our named executive officers for 2014 were base salary, annual cash incentive awards and equity incentive awards.~~


~~Type~~	~~Elements~~	~~Description~~

~~Short-Term Compensation~~	~~Base Salary~~	— ~~Fixed annual amount~~ — ~~Provides a level of income security~~ — ~~Used to determine pay-based incentives~~

	~~Annual Cash Incentive~~	— ~~Annual cash award based on achievement of defined performance metrics~~

~~Long-Term Compensation~~	~~Stock Options and~~ ~~Restricted Stock Units~~	— ~~Equity grants that vest over a period of several years~~

~~Base Salary~~

We provide base salary to compensate an executive officer for his or her regular work. When determining base salaries, the compensation committee considers market data, an executive officer’s scope of responsiblities, the market value of their experience, overall effectiveness, and, except in the case of the base salary of our chief executive officer, the recommendations of our chief executive officer.

~~Cash Incentive Award~~

We believe it is important to provide annual cash incentives to motivate our executive officers to attain specific short-term performance objectives that, in turn, further our achievement of long-term objectives. We seek to offer cash awards in large enough proportion to base salary to ensure that a significant portion of each executive officer’s cash compensation is “at risk” and payable only upon the achievement of defined objectives. Our compensation committee annually determines the performance goals for and potential amounts of our cash incentive awards.

~~Equity Incentive Award~~

~~We provide compensation~~ to our named executive officers for 2016 were base salary, annual cash incentive awards and equity incentive awards.


Type	Elements	Description
Short-Term Compensation	Base Salary	• • •	Fixed annual amount Provides a level of income security Used to determinepay-based incentives

	Annual Cash Incentive	•	Annual cash award based on achievement of defined performance metrics
Long-Term Compensation	Stock Options and Restricted Stock Units	•	Equity grants that vest over a period of several years

	Performance Share Units	•	Equity grants where the number of shares issued at vesting is determined by the achievement ofpre-determined financial performance goals

Base Salary

We provide base salary to compensate an executive officer for his or her regular work. When determining base salaries, the compensation committee considers market data, an executive officer’s scope of responsibilities, the market value of their experience, overall effectiveness, and, except in the case of the base salary of our chief executive officer, the recommendations of our chief executive officer.

Cash Incentive Award

We believe it is important to provide annual cash incentives to motivate our executive officers to attain specific short-term performance objectives that, in turn, further our achievement of long-term objectives. We seek to offer cash awards in large enough proportion to base salary to ensure that a significant portion of each executive officer’s cash compensation is “at risk” and payable only upon the achievement of defined objectives. Our compensation committee annually determines the performance goals for and potential amounts of our cash incentive awards.

Equity Incentive Award

In 2016, we provided compensation to our named executive officers in the form of time-vesting stock options and restricted stock units and, in some cases, performance share units. Stock options deliver compensation to an executive officer only to the extent our stock price increases over the term of the award. Restricted stock units are settled in

shares of common stock upon vesting. We believe restricted stock units serve as a strong reward and retention device, encouraging our executive officers to stay with the company until the restricted stock units vest. The number of shares issued pursuant to performance share units is determined by the achievement ofpre-determined performance goals.

We believe that the grants of stock options and restricted stock units in 2016 effectively balanced our objective of focusing our executive officers on delivering long-term value to our shareholders with our objective of providing value to executive officers. Furthermore, we believe the introduction of performance share units in 2016 reinforces ourpay-for-performance philosophy by emphasizing the relationship between compensation and the achievement of long-term performance objectives. Equity awards support our objective of aligning our executive officers’ interests with those of our shareholders by tying the value of this component of compensation to changes in shareholder value.

When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.


33		2017 Proxy Statement

Mix of time-vesting stock options and restricted stock units. Stock options are inherently performance-based because they deliver compensation to an executive officer only to the extent our stock price increases over the term of the award. Restricted stock units are settled in shares of common stock upon vesting. We believe restricted stock units serve as a strong reward and retention device, encouraging our executive officers to stay with the company until the restricted stock units vest.

Compensation Components

We believe that providing grants of stock options and restricted stock units effectively balances our objective of focusing our executive officers on delivering long-term value to our shareholders with our objective of providing value to executive officers. In addition, equity awards support our objective of aligning our executive officers’ interests with those of our shareholders by tying the ~~value of this component~~mix of compensation that we pay helps us to changes in shareholder value. When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts ofachieve our ~~common stock. We also do not review realized~~ compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.objectives.

Components

Objectives


31 ~~2015 Proxy Statement~~
Fixed and variable compensation				We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility, with direct impact on company results.

~~Mix of Compensation Components~~

~~We believe that the mix of compensation that we pay helps us to achieve our compensation objectives.~~


~~Components~~	~~Objectives~~


~~Fixed and variable compensation~~	~~We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility, with direct impact on company results.~~



Short-term and long-term focus	We seek to create incentives to achieve near-term goals by providing annual cash incentives, which are based on annual performance measures. We seek to create incentives to achieve long-term goals by granting equity awards with multi-year vesting periods, the ultimate value of which depends on our share price. These awards promote retention and further align the interests of our executive officers and shareholders.


		We seek to create incentives to achieve near-term goals by providing annual cash incentives, which are based on annual performance measures. We seek to create incentives to achieve long-term goals by granting equity awards with multi-year vesting periods, the ultimate value of which depends on our share price. These awards promote retention and align the interests of our executive officers and shareholders. In 2016, we also began granting equity awards with multi-year performance periods to further promote the achievement of long-term performance objectives linked to our enterprise strategic goals.
Cash and equity compensation		We believe that executive officers in positions that more directly affect corporate performance should have as their main priority profitably growing the company. Accordingly, we generally structure the target compensation of these executive officers so that they receive a significant portion of their compensation in the form of equity. Using equity in this manner further aligns executive officers’ interests with those of our shareholders, encourages retention and rewards our executive officers if we succeed.

Peer Group

To determine peer group compensation for an executive officer, the committee reviewed publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our other executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position. The peer group that we used for 2016 and that the committee approved is set forth below:

Alliance Data Systems Corporation

Equifax Inc.

Paychex, Inc.

~~Peer Group~~

To determine peer group compensation for an executive officer, the committee reviewed publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our other executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position. The peer group that we used for 2014 and approved by the committee is set forth below:

Automatic Data Processing, Inc.

		Fidelity National Information Services, Inc.	Total System Services, Inc.
Convergys Corporation	Intuit Inc.	Unisys Corporation
Discover Financial Services	Jack Henry & Associates, Inc.	Visa Inc.
DST Systems, Inc.	MasterCard Incorporated	The Western Union Company
The Dun & Bradstreet Corporation	NCR Corporation
~~Alliance Data Systems Corporation~~	~~Equifax Inc.~~	~~NCR Corporation~~

~~Automatic Data Processing, Inc.~~	~~Fidelity National Information Services, Inc.~~	~~Paychex, Inc.~~
	~~Fidelity National Information Services, Inc.~~

~~Convergys Corporation~~

~~Total System Services, Inc.~~


34	2017 Proxy Statement

~~Discover Financial Services~~	~~Intuit Inc.~~	~~Unisys Corporation~~

~~DST Systems, Inc.~~	~~Jack Henry & Associates, Inc.~~	~~Visa Inc.~~

~~The Dun & Bradstreet Corporation~~	~~MasterCard Incorporated~~	~~The Western Union Company~~

32 ~~2015 Proxy Statement~~

We believe our peer group is comprised of companies comparable to ours based on our industry, company size and competition for managerial talent. In this regard, we include: companies that compete with us for managerial talent; companies that directly compete with us in our primary businesses; companies with similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and other publicly traded business-to-business, service-based companies that are of similar size based primarily on annual revenue and market capitalization.

~~2014~~

We believe our peer group is comprised of companies comparable to ours based on our industry, company size and competition for managerial talent. In this regard, we include: companies that compete with us for managerial talent; companies that directly compete with us in our primary businesses; companies with similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and other publicly tradedbusiness-to-business, service-based companies that are of similar size based primarily on annual revenue and market capitalization.

2016 Named Executive Officer Compensation

Base Salaries

In 2014, we increased the base salaries of Messrs. Gupta and Hirsch to recognize their performance and better align their base salary compensation with those holding comparable positions at peer companies. We did not increase the base salaries of our ~~other~~ named executive officers in ~~2014.~~2016. We have not increased the base salary of our chief executive officer in the last ~~nine~~eleven years. Mr. Hirsch’s base salary was reduced when he retired as our chief financial officer on March 14, 2016 to reflect the reduced scope of his responsibilities while remaining with the company.

Cash Incentive Awards

Certain Terminology

In this section of the proxy statement, we use a number of financial terms. Adjusted earnings per share, ~~adjusted~~ internal revenue growth and consolidated net operating profit arenon-GAAP financial measures. See Appendix A to this proxy statement for a definition of these measures.

Messrs. Yabuki and ~~Hirsch~~Hau

The cash incentive payments to Messrs. Yabuki and ~~Hirsch~~Hau for ~~2014~~2016 were based on adjusted earnings per share and ~~adjusted~~ internal revenue growth. We use adjusted earnings per share as a performance measure because we believe that there is a direct correlation between the increase in adjusted earnings per share and shareholder value. We use ~~adjusted~~ internal revenue growth because we believe that the long-term value of our enterprise depends on our ability to grow revenue without regard to acquisitions. For ~~2014,~~2016, we set the target adjusted earnings per share performance goal at ~~$3.31,~~$4.34, which represented ~~an 11%~~a 12% increase over our ~~2013~~2015 adjusted earnings per share. For ~~2014,~~2016, we set the target ~~adjusted~~ internal revenue growth performance goal at ~~3.7%~~4.9% compared to ~~adjusted~~ internal revenue growth of ~~2.7%~~4.3% in ~~2013.~~2015. For ~~2014,~~2016, the threshold, target, maximum and actual amounts for Messrs. Yabuki and ~~Hirsch~~Hau were as follows:


Performance Measure(weighting)	Threshold		Target		Maximum		Actual		Threshold		Target		Maximum		Actual


Adjusted Earnings Per Share (60%)		$3.16		$3.31		$3.52 or more		$3.37		$4.18		$4.34		$4.57 or more		$4.43

Adjusted Internal Revenue Growth (40%)		1.2%		3.7%		6.2% or more		4.3%
Internal Revenue Growth (40%)										3.0%		4.9%		7.0% or more		3.7%

Award as a Percentage of Base Salary
Award as a Percentage of Base Salary (on an annualized basis, as applicable)

J. Yabuki		75%		150%		300%		193%		88%		175%		350%	��	165%

T. Hirsch		50%		100%		200%		129%
R. Hau										55%		110%		220%		104%

Mr. Hirsch

Mr. Hirsch did not receive a cash incentive payment for 2016 given the reduced scope of his responsibilities once he retired as our chief financial officer on March 14, 2016.


33 ~~2015~~35		2017 Proxy Statement

Mr. Ernst

The cash incentive payment to Mr. Ernst for ~~2014~~2016 was based on achievement of adjusted earnings per share, ~~adjusted~~ internal revenue growth and consolidated net operating profit. Similar to other named executive officers, these company-wide performance measures are designed to drive internal revenue growth and profitability. In addition, we ~~considered~~use consolidated net operating profit because we believe Mr. Ernst has the ability to drive high quality revenue growth and effectively ~~managing~~manage our costs through operational effectiveness programs. For ~~2014,~~2016, the threshold, target, maximum and actual amounts for Mr. Ernst were as follows:


Performance Measure(weighting)	Threshold		Target		Maximum		Actual		Threshold		Target		Maximum		Actual


Adjusted Earnings Per Share (30%)		$3.16		$3.31		$3.52 or more		$3.37		$4.18		$4.34		$4.57 or more		$4.43

Adjusted Internal Revenue Growth (40%)		1.2%		3.7%		6.2% or more		4.3%
Internal Revenue Growth (40%)										3.0%		4.9%		7.0% or more		3.7%

Consolidated Net Operating Profit (in millions) (30%)		$1,415		$1,465		$1,560		$1,475		$1,669		$1,719		$1,815		$1,734

Award as a Percentage of Base Salary		63%		125%		250%		154%		68%		135%		270%		116%

Messrs. ~~Gupta~~McGranahan and Vielehr

The cash incentive payment to each of Messrs. ~~Gupta~~McGranahan and Vielehr for ~~2014~~2016 was based on the achievement of adjusted earnings per share, ~~adjusted~~ internal revenue growth, consolidated net operating profit and group-level results (group net operating profit ~~(20%)~~ and group adjusted revenue, ~~(20%))~~equally weighted). Similar to other named executive officers, adjusted earnings per share, ~~adjusted~~ internal revenue growth and consolidated net operating profit are designed to drive internal revenue growth and profitability, and Mr. ~~Gupta~~McGranahan and Mr. Vielehr ~~had~~have the ability to significantly impact those results as the president of our ~~Digital Solutions~~Billing and Payments Group and Depository Institution Services Group, respectively. Mr. Gupta served as president of our Digital Solutions Group for most of 2014 and in November 2014 assumed the role of president of our newly created Billing and Payments Group. The committee consideredWe use the group-level results because ~~it believed~~we believe they ~~were~~are most relevant to, and ~~could~~can be most directly influenced by, Messrs. ~~Gupta~~McGranahan and Vielehr. The adjusted earnings per share, ~~adjusted~~ internal revenue growth and consolidated net operating profit threshold, target and maximum goals for Messrs. ~~Gupta~~McGranahan and Vielehr were set at the same levels set forth above for our other named executive officers. With respect to group net operating profit and group adjusted revenue, we set the performance goal levels for each of Mr. ~~Gupta~~McGranahan and Mr. Vielehr such that we believed that it would be unlikely that the top end of the range would be achieved, but it would be reasonably likely that the target could be achieved. For ~~2014,~~2016, the threshold, target, maximum and actual results were as follows:


Performance Measure(weighting)	Threshold		Target		Maximum		Actual		Threshold		Target		Maximum		Actual


Adjusted Earnings Per Share (10%)		$3.16		$3.31		$3.52 or more		$3.37		$4.18		$4.34		$4.57 or more		$4.43

Adjusted Internal Revenue Growth (35%)		1.2%		3.7%		6.2% or more		4.3%
Internal Revenue Growth (35%)										3.0%		4.9%		7.0% or more		3.7%

Consolidated Net Operating Profit (in millions) (15%)		$1,415		$1,465		$1,560		$1,475		$1,669		$1,719		$1,815		$1,734

Group-Level Results (40%)

Award as a Percentage of Base Salary
Award as a Percentage of Base Salary (on an annualized basis, as applicable)

R. Gupta		55%		110%		220%		118%
D. McGranahan⁽¹⁾										58%		115%		230%		35%

B. Vielehr		55%		110%		220%		137%		55%		110%		220%		84%

(1)	Mr. McGranahan’s cash incentive payment for 2016 waspro-rated to reflect his period of service from October 31 to December 31, 2016.

The 2016 award as a percentage of base salary shown in the tables above for all named executive officers includes a reduction of the annual cash incentive payment by the committee, upon the recommendation of management, based on the company’s progress against certain corporate initiatives for 2016.


34 ~~2015~~36		2017 Proxy Statement

Equity Incentive Awards

Overview

The committee established threshold, target and maximum values of total equity awards, expressed as a percentage of base salary, ~~which Messrs. Yabuki, Hirsch, Ernst and Gupta could receive. The target~~for the named executive officers who were eligible for annual equity incentive awards in 2016. On February 19, 2016, we granted equity awards ~~generally reflect~~to the ~~committee’s assessment of~~named executive officers other than Messrs. Hau and McGranahan based on the level of an executive officer’s responsibilities within the ~~company. On February 19, 2014, we granted equity awards to Messrs. Yabuki, Hirsch, Ernst~~company and ~~Gupta based on~~ the committee’s judgment of each executive’s performance with respect to strategic impact, ~~growth,~~building of organizational capacity, talent development, risk management, financial results, including adjusted earnings per share and internal revenue growth, and, other than with respect to his own awards, the recommendation of our chief executive officer. As discussed below, Messrs. Hau and McGranahan receivedsign-on equity awards rather than annual equity awards in 2016, and Mr. Yabuki also received a grant of performance share units in connection with the amendment of his employment agreement.

Performance Share Units

Our compensation committee began granting performance share units in 2016 to further align the long-term interests of our named executive officers with those of our shareholders. The ~~mix~~performance share units have a three-year performance period. The number of ~~options and restricted stock units granted is~~shares issued at vesting will be determined by the ~~committee based on~~company’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjusted income from continuing operations over the ~~expressed preference~~three-year period, and will range from 0% to 200% of the ~~executive~~target award. The committee chose adjusted income from continuing operations as the threshold performance measure because we believe there should be a minimum level of income generated before long-term, performance-based awards pay out. We also use internal revenue growth as the performance measure to determine the level of vesting because we believe that the long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions. The committee did not grant performance share units to Mr. Hirsch due to his expected retirement as our chief financial officer ~~which is considered~~ in March 2016, nor did the ~~context~~committee grant performance share units as part of Mr. Yabuki’s annual award in anticipation of the ~~committee’s overall assessment of the executive officer’s compensation.~~ award granted in connection with an amendment to his employment agreement as further described below.

Equity Mix

The equity mix awarded by the committee is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. For those who received performance share units as part of their annual award, the committee determined the number of performance share units that would vest at target based on anticipatedperformance and ability to drive high quality revenue growth over the three-year performance period. Performance share units, at target, represent more thanone-quarter of the aggregate grant date fair value of all equity granted to Messrs. Ernst and Vielehr in 2016. The mix of options and restricted stock units granted is determined by the committee based in part on the recommendation of the chief executive officer and an understanding of individual preference.

Annual Equity Awards

For ~~2014,~~2016, the compensation committee increased the target and maximum equity awards available to ~~Messrs. Hirsch,~~Mr. Ernst ~~and Gupta~~ to provide ~~them~~him with an equity ~~opportunities~~opportunity that ~~are~~is better aligned with the equity compensation available to individuals holding a similar position at our peer companies considering his level of skill, experience and performance. Mr. Vielehr’s award for 2016 reflects his performance and expanded scope of responsibilities and is designed to further enhance his long-term retention. The threshold, target and maximum equity awards for our other named executive officers were set at levels commensurate with their experience and responsibilities and comparable to the equity compensation available to individuals holding


37		2017 Proxy Statement

similar positions at our peer companies. The grant date fair value of the annual equity incentive awards, performance share units at target, restricted stock units and options combined, as a percentage of base salary were as follows:


	Percent of Base Salary(%)								Percent of Base Salary (%)

Annual Equity Incentive Awards	Threshold		Target		Maximum		Actual Award
									Threshold		Target		Maximum		Actual Award⁽¹⁾

J. Yabuki		238%		476%		952%		691%		238%		476%		952%		833%

T. Hirsch		100%		250%		350%		260%		100%		275%		400%		275%

M. Ernst		100%		250%		350%		244%		100%		333%		500%		367%

R. Gupta		75%		150%		250%		149%
B. Vielehr										100%		200%		300%		383%

(1)

Mr. Yabuki’s annual award does not include the performance share units granted to him in March 2016 in connection with the amendment to his employment agreement as further described below. The actual award expressed as a percentage of base salary for Mr. Hirsch is based on his annualized base salary of $500,000 at the time of grant when Mr. Hirsch still served as our chief financial officer. The actual awards expressed as a percentage of base salary for Messrs. Ernst and Vielehr include the grant date fair value of the performance share units granted in 2016 at the target award level. The value realized by each of them at the end of the three-year performance period will depend on the company’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjusted income from continuing operations, over the three-year period and will range from 0% to 200% of the target award.

~~Upon joining Fiserv at~~Messrs. Hau and McGranahan

To induce each of them to join the ~~end of 2013,~~company, on March 14, 2016, Mr. ~~Vielehr~~Hau received stock options and restricted stock units having an aggregate grant date fair value of approximately $4$5.5 million, ~~to induce him to join the company. The~~and on October 31, 2016, Mr. McGranahan received stock options and restricted stock units having an aggregate grant ~~was~~date fair value of approximately $3.2 million. These grants were intended to immediately and strongly align Mr. ~~Vielehr’s~~Hau’s and Mr. McGranahan’s interests with those of our ~~shareholders~~shareholders. Messrs. Hau and ~~in part, recognize that he was forfeiting significant benefits upon leaving his prior employer. As a result, Mr. Vielehr was not~~McGranahan first became eligible ~~for~~to receive an annual equity incentive award in ~~2014.~~February 2017.

Mr. Yabuki

In March 2016, Mr. Yabuki’s employment agreement was amended as discussed further below under “–Employment and Other Agreements with Executive Officers – Yabuki Employment Agreement.” Among other things, pursuant to this amendment, Mr. Yabuki agreed to an extension of his term as our chief executive officer for at least three years and the elimination of his excise taxgross-up benefit. As required by this amendment, in 2016, our compensation committee made a grant of performance share units to Mr. Yabuki with a grant date fair value, at target, of approximately $12 million. The committee made this award to Mr. Yabuki in connection with this amendment to further incentivize his continuing and valuable contributions to our success through the development and execution of our strategic objectives and the creation of value for our shareholders, clients and associates.

His performance share units vest at the end of a three-year performance period based upon the company’s internal revenue growth over the three-year period (80% weighting) and, as determined by the committee in its discretion, talent development goals (20% weighting), subject to attaining a threshold level of adjusted income from continuing operations which, if not met, will result in no vesting of the performance share units. The portion of the award subject to internal revenue growth will vest at 0% to 200% of target depending on the company’s achievement of internal revenue growth goals over the three-year period. The portion of the award subject to achievement of talent development goals will vest at 0% to 200% depending on the committee’s assessment of Mr. Yabuki’s performance at the end of three years with respect to senior executive talent development.

In addition, we amended Mr. Yabuki’s employment agreement to provide that, beginning in 2017, he will receive annual grants of options, restricted stock units and/or other awards under our long-term incentive compensation program commensurate with his position and with an aggregate grant date fair value of not less than $8 million. The compensation committee retains discretion to increase the value of his award.


35 ~~2015~~38		2017 Proxy Statement


~~Other Elements of Compensation~~ ~~Employee Stock Purchase Plan~~ We maintain a tax-qualified employee stock purchase plan that is generally available to all employees, including executive officers, which allows employees to acquire our common stock at a discounted price on an

Other Elements of Compensation

Employee Stock Purchase Plan

We maintain atax-qualified employee stock purchase plan that is generally available to all employees, including executive officers, which allows employees to acquire our common stock at a discounted price on anafter-tax basis. This plan allows employees to buy our common stock at a 15% discount to the market price with up to 10% of their salary and incentives (up to a maximum of $25,000 in any calendar year), with the objective of allowing employees to benefit when the value of our stock increases over time.

Post-Employment Benefits

We provide severance andchange-in-control protections to our named executive officers through ~~key executive employment and severance~~ agreements ~~and, in the case of Messrs. Yabuki, Ernst, Gupta and Vielehr, employment agreements. We discuss the purposes and terms of the agreements~~which are discussed below under the heading ~~“Employment~~“– Employment and Other Agreements with Executive Officers.”

Perquisites

In ~~2014,~~2016, we did not provide any personal-benefit perquisites to our named executive officers other than relocation-related expenses disclosed in footnote 34 to the Summary Compensation Table below and participation in an executive physical program.

Retirement Savings Plan and Health and
Welfare Benefits

We provide subsidized health and welfare benefits which include medical, dental, life insurance, disability insurance and paid time off. Executive officers are entitled to participate in our health, welfare and 401(k) savings plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. We subsidize supplemental long-term disability coverage for executive officers. We do not provide a separate pension program or a supplemental executive retirement ~~plan or other post-retirement payments to executive officers.~~plan. Our employees, including executive officers, are immediately eligible for matching contributions under our 401(k) savings plan. Our matching contributions are

~~are~~ capped at 3% of annual cash compensation and vest after two years.

Nonqualified Deferred Compensation Plan

Our named executive officers, along with other highly compensated employees, are eligible to participate in anon-qualified deferred compensation plan pursuant to which they can defer cash compensation and have their accounts credited with earnings based on the participant’s selection of investment choices similar to our 401(k) savings plan. We do not make any contributions to this plan. Please see “ExecutiveCompensation –Non-Qualified Deferred Compensation Plan in 2016” below for additional information.

Additional Compensation Policies

Securities Trading Policy

We prohibit our executive officers from trading in our common stock during certain periods at the end of each quarter until after we disclose our financial and operating ~~results.~~results unless such trading occurs under an approved Rule10b5-1 plan. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we requirepre-clearance by our chief legal officer and our chief executive officer of all stock transactions by designated senior members of management and our board of directors, including the establishment of a Rule10b5-1 trading plan.

We also prohibit our employees, officers and directors from hedging or engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock.

Stock Ownership

We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our chief executive officer to own equity having a value of at least six times his base salary and our other executive


39		2017 Proxy Statement

officers to own equity having a value of at least four times their respective base salaries. We believe that these levels are sufficiently high to demonstrate a commitment to value creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. All named executive officers are in compliance with the requirements.

36 ~~2015 Proxy Statement~~

Compensation Recoupment Policy

In the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of the board, from any person who was serving as an executive officer of the company at the time the original results were published. Both cash and equity incentive awards are subject to recoupment; there is no time limit on our ability to recover such amounts, other than limits imposed by law; and recoupment is available to us regardless of whether the individuals subject to recoupment are still employed by us when repayment is required. To the extent recoupment is sought, the board of directors may, in its discretion, seek to recover interest on amounts recovered and/or costs of collection and we have the right to offset the repayment amount from any compensation owed by us to any executive officer. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for determining whether recoupment is appropriate and the specific amount, if any, to be recouped by us.

Equity Award Grant Practices

The compensation committee generally approves annual equity awards during its regularly-scheduled February meeting, after we issue our financial results for the prior year. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the compensation committee delegates its authority to our chief executive officer and chief operating officer to enable such individuals to grant equity awards

within certain parameters; provided that all grants to directors and executive officers are specifically made by the compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Incentive Plan, the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the NASDAQ stock market on the grant date.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to our named executive officers (other than our chief financial officer). Certain performance-based compensation is not subject to the deduction limit. It is generally our intention to qualify compensation payments for tax deductibility under Section 162(m). Notwithstanding our intentions, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. Our compensation committee reserves the right to provide compensation that does not qualify as performance-based compensation under Section 162(m) to the extent it believes such compensation is necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.

Employment and Other Agreements with Executive Officers

Yabuki Employment Agreement

In ~~2005,~~2016, we ~~entered into an~~amended the employment agreement with Mr. Yabuki to provide that ~~provides that, during the term of his employment,~~ Mr. Yabuki will continue to serve as our president and chief executive officer for at least another three-year term and, subject to election by our shareholders, as a director. After the current three-year term ends in 2018, the agreement automatically renews forone-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement.


40		2017 Proxy Statement

Under his employment agreement, as amended in 2016, Mr. Yabuki is entitled: (i) to receive an annual salary of at least $840,000; (ii) to participate in our executive incentive compensation plan with a target and maximum cash incentive award of not less than ~~125%~~175% and 350% of his base ~~salary;~~salary, respectively; (iii) to receive grants of options, restricted stock and/or other awards under our long-term incentive compensation program commensurate with his ~~position;~~position, provided that, beginning in 2017, the grant date fair value of each year’s award shall not be less than $8 million; and (iv) ~~to receive up to four weeks of vacation; and (v)~~ to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. In addition, the 2016 amendment provides for the elimination of the excise taxgross-up provision in his existing employment agreement and for aone-time grant of performance share units. The ~~agreement automatically renews for one year terms unless either party gives~~

37 ~~2015 Proxy Statement~~

performance share units have a grant date fair value of approximately $12 million and vest at the ~~other 90 days prior written notice~~end of ~~his or its desire~~a three-year performance period only upon the achievement of specified internal revenue growth and talent development goals, subject to ~~terminate the agreement.~~attaining a threshold level of adjusted income from continuing operations over such three-year period. In the event of a conflict between his employment agreement and the terms of an equity award agreement, his employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Yabuki’s employment agreement and ~~KEESA~~key executive employment and severance agreement, or “KEESA,” resulted from anarm’s-length negotiation, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry.

Hau and McGranahan Agreements

We entered into an agreement with each of Messrs. Hau and McGranahan in 2016 in connection with the start of their employment with us. Under Mr. Hau’s agreement, he is entitled to: (i) receive an annual salary of at least $625,000; (ii) participate in our annual cash incentive plan with a target and maximum award of 110% and 220% of base salary, respectively; (iii) participate in our annual equity incentive plan beginning in February 2017 with an annual target of $2,000,000; (iv) asign-on equity grant of $2,500,000 of restricted stock units and $3,000,000 of stock options, each

of which will vestone-half on each of the third and fourth anniversaries of grant; (v) aone-time cash award of $500,000 which was paid on April 15, 2016 and must be repaid if he leaves Fiserv within 24 months; and (vi) reimbursement of relocation expenses.

Under his agreement, Mr. McGranahan is entitled to: (i) receive an annual salary of at least $510,000; (ii) participate in our annual cash incentive plan with a target and maximum award of 115% and 230% of base salary, respectively; (iii) participate in our annual equity incentive plan beginning in February 2017 with an annual target of $1,000,000; (iv) asign-on equity grant of $1,000,000 of restricted stock units and $2,200,000 of stock options, each of which will vestone-half on each of the third and fourth anniversaries of grant; (v) aone-time cash award of $500,000 to be paid in two equal installments 90 days and 12 months after his start date and which must be repaid if he leaves Fiserv within 24 months; (vi) an additional equity award of $3,000,000 in February 2020, subject to his continued full-time employment in good standing, which will vest in equal installments on the third and fourth anniversaries of grant; and (vii) reimbursement of relocation expenses.

In addition, Messrs. Hau and McGranahan are entitled to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. The terms of Mr. Hau’s and Mr. McGranahan’s agreements and KEESAs resulted fromarm’s-length negotiations, and, as a result, we believe the terms reflect the market terms for a leader of a company of our size in our industry.

Ernst ~~Gupta~~ and Vielehr Employment Agreements

We entered into an employment agreement with each of Messrs. Ernst ~~Gupta~~ and Vielehr pursuant to which we agreed to employ them until one party provides the other with a notice of termination. Under their employment agreements, Messrs. Ernst and Vielehr are ~~entitled:~~entitled to: (i) to receive an annual salary of at least $525,000 and $470,000, respectively; (ii) to participate in our executive cash incentive compensation plan; and (iii) to participate in our executive long-term equity incentive compensation program with an annual target of at


41		2017 Proxy Statement

least 200% of base salary; and (iv) in the case of Mr. Vielehr, a one-time cash payment of $200,000 which was paid on March 15, 2014. Under his employment agreement, Mr. Gupta is entitled: (i) to receive an annual salary of at least $400,000; (ii) to participate in our executive incentive compensation plan; (iii) to participate in our executive long-term compensation program; and (iv) to receive a minimum of four weeks paid vacation.salary. In addition, Messrs. Ernst ~~Gupta~~ and Vielehr are entitled to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. ~~Each of Messrs. Ernst, Gupta and Vielehr also received equity awards upon joining Fiserv pursuant to his employment agreement. These awards are reflected in the Outstanding Equity Awards table below.~~ The terms of Mr. Ernst’s ~~Mr. Gupta’s~~ and Mr. Vielehr’s employment agreements and KEESAs resulted fromarm’s-length negotiations, and, as a result, we believe the terms reflect the market terms for a leader of a company of our size in our industry.

Key Executive Employment and Severance Agreements

We have entered into ~~key executive employment and severance agreements, or “KEESAs,”~~KEESAs, with our executive officers that provide for potential benefits in connection with a change in control. A complete discussion of the terms of the KEESAs, together with an estimate of the amounts potentially payable under each KEESA, appears below under the heading “Potential Payments Upon Termination or Change in Control.”

38 ~~2015~~


42		2017 Proxy Statement

Compensation Committee Report

The compensation committee has reviewed and discussed the ~~“Compensation~~“Compensation Discussion and ~~Analysis”~~Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form10-K for the year ended December 31, ~~2014.~~

2016.

Glenn M. Renwick, Chairman

Dennis F. Lynch

Doyle R. Simons

Compensation Committee Interlocks and Insider Participation

~~There are~~During the last fiscal year, there were no compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the compensation committee was a current or former officer or employee.

39 ~~2015~~


43		2017 Proxy Statement

Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation of our chief executive officer, our current and former chief financial officer and our next three highest paid executive officers (collectively, our “named executive officers”) ~~for the year ended December 31, 2014.~~

Name and Principal
Position
Year Salary Bonus Stock Awards⁽¹⁾ Option Awards⁽¹⁾
Non-Equity
Incentive Plan
Compensation⁽²⁾

All Other
Compensation⁽³⁾
Total

Jeffery W.Yabuki 2014     $840,000    —    $1,078,613    $4,722,371    $1,622,880    $12,053    $8,275,917

President and Chief 2013 840,000    —    916,074    4,400,022    1,359,036    11,965    7,527,097

Executive Officer 2012 840,000    —    2,458,003    2,600,546    1,154,160    12,155    7,064,864

Thomas J. Hirsch 2014 500,000    —    650,028    650,004    644,000    12,427    2,456,459

Chief Financial Officer, 2013 475,000    —    650,039    650,008    461,102    12,109    2,248,258

Treasurer and Assistant 2012 475,000    —    600,027    600,124    391,590    11,867    2,078,608
Secretary

Mark A. Ernst 2014 575,000    —    —    1,400,005    886,291    11,923    2,873,219

Chief Operating Officer 2013 575,000    —    350,033    1,050,003    715,515    11,985    2,702,536

2012 575,000    —    325,045    975,202    589,807    14,275    2,479,329

Rahul Gupta 2014 470,000    —    350,024    350,015    554,055    12,917    1,737,011

Group President, 2013 420,000    —    1,150,075    350,018    441,902    12,644    2,374,639

Billing and Payments 2012 420,000    —    275,048    275,064    368,076    12,834    1,351,022
Group

Byron C. Vielehr⁽⁴⁾ 2014 470,000      $200,000    —    —    645,900    313,257    1,629,157

Group President, 2013 39,167    —    2,000,290    2,000,186    —    13,245    4,052,888
Depository Institution
Services Group

(1) Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements for the year ended December 31, ~~2014.~~

~~(2) These cash incentive payments were made pursuant to the Incentive Plan. These awards were earned in the year listed and paid in the following year.~~

(3) The amounts shown in this column include company matching under our 401(k) savings plan; company-paid premiums for insurance; and if applicable, company contributions to a health savings account. For 2014, the amount shown for Mr. Vielehr also includes participation in our executive physical program and $301,517 of reimbursement for relocation-related expenses

~~pursuant to the terms of his employment agreement.~~

(4) Mr. Vielehr joined Fiserv on December 1, 2013. On March 15, 2014, Mr. Vielehr received a $200,000 cash payment pursuant to the terms of his employment agreement to compensate him for the benefits which he forfeited upon leaving his prior employer. For 2013, Mr. Vielehr’s base salary was paid at an annualized rate of $470,000. The amount shown reflects the actual amount of base salary paid to him during 2013. We granted restricted stock units and options to Mr. Vielehr on December 1, 2013 pursuant to his employment agreement. The grant was intended to immediately and strongly align Mr. Vielehr’s interests with those of our shareholders and, in part, recognize that he was forfeiting significant benefits upon leaving his prior employer. Mr. Vielehr did not receive any equity awards during 2014.2016.


Name and Principal Position	Year		Salary		Bonus		Stock Awards⁽¹⁾⁽²⁾		Option Awards⁽¹⁾		Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽⁴⁾		Total
Jeffery W. Yabuki		2016	$	840,000		—	$	14,680,135	$	4,320,031	$	1,389,679	$	11,937	$	21,241,782

President and Chief		2015		840,000		—		1,288,041		6,535,501		1,328,040		9,737		10,001,319

Executive Officer		2014		840,000		—		1,078,613		4,722,371		1,622,880		12,053		8,275,917

Robert W. Hau⁽⁵⁾		2016		499,599	$	500,000		2,500,008		3,000,004		649,935		151,244		7,300,790
Chief Financial Officer
and Treasurer

Thomas J. Hirsch⁽⁶⁾		2016		340,256		—		687,568		687,506		—		13,548		1,728,878

Former Chief Financial		2015		500,000		—		850,025		1,001,972		579,700		11,348		2,943,045

Officer and Treasurer		2014		500,000		—		650,028		650,004		644,000		12,427		2,456,459

Mark A. Ernst		2016		600,000		—		500,067		1,700,028		695,936		12,517		3,508,548

Chief Operating Officer		2015		600,000		—		—		1,972,804		824,823		11,267		3,408,894

		2014		575,000		—		—		1,400,005		886,291		11,923		2,873,219

Devin B. McGranahan⁽⁵⁾		2016		86,961		—		1,000,064		2,200,009		179,339		11,508		3,477,881
Group President,
Billing and Payments
Group

Byron C. Vielehr⁽⁷⁾		2016		470,000		—		1,200,006		600,001		396,482		11,664		2,678,153

Group President,		2015		470,000		—		—		1,309,042		515,924		24,914		2,319,880

Depository Institution		2014		470,000		200,000		—		—		645,900		313,257		1,629,157
Services Group

(1) Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 31, 2016.

(2) The amounts shown in this column include the grant date fair value of performance share units granted to Messrs. Yabuki ($12,000,030), Ernst ($500,067) and Vielehr ($600,003) in 2016 at the target award level, which reflects, as of the grant date, the probable outcome of the performance conditions. The value realized by each of them at the end of the three-year performance period will depend on the company’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjusted income from continuing

operations, over the three-year period and will range from 0% to 200% of the target award. If the highest level of performance conditions are met, the grant date fair value of these awards would be as follows: Mr. Yabuki - $24,000,060; Mr. Ernst - $1,000,134; and Mr. Vielehr - $1,200,006.

(3) These cash incentive payments were made pursuant to the Incentive Plan. These awards were earned in the year listed and paid in the following year.

(4) The amounts shown in this column include company matching under our 401(k) savings plan; company-paid premiums for insurance; participation in our executive physical program; and if applicable, company contributions to a health savings account. For 2016, the amount shown for Messrs. Hau and McGranahan also includes reimbursement for relocation-related

40 ~~2015 Proxy Statement~~

The material terms of the company’s agreements with Messrs. Yabuki, Ernst, Gupta and Vielehr are set forth above under the heading “Compensation Discussion and Analysis – Employment and Other Agreements with Executive Officers.” Mr. Hirsch does not have an employment agreement, other than the KEESA, which, together with the estimated possible benefits payable thereunder, is discussed below.
44 2017 Proxy Statement

expenses pursuant to the terms of his respective agreement. The amount of Mr. Hau’s reimbursed relocation-related expenses in 2016 was $138,177.

(5) Messrs. Hau and McGranahan joined Fiserv on March 14, 2016 and October 31, 2016, respectively. For 2016, Mr. Hau’s and Mr. McGranahan’s base salaries were paid at an annualized rate of $625,000 and $510,000, respectively. The amount shown for each of them reflects the actual amount of base salary paid to him during 2016. We granted restricted stock units and options to Mr. Hau on March 14, 2016 and to Mr. McGranahan on October 31, 2016 pursuant to their respective agreements. The grants were intended to immediately and strongly align Messrs. Hau’s and McGranahan’s interests with those of our shareholders and, in part, recognize that each of them was forfeiting significant benefits upon leaving his prior employer. On April 15, 2016, Mr. Hau also received a $500,000 cash payment pursuant to the terms of his agreement to compensate him for benefits he forfeited upon leaving his prior employer. In addition, Mr. McGranahan’s non-equity incentive plan award for 2016 was pro-rated based on his period of service during the year.

(6) Mr. Hirsch served as our chief financial officer and treasurer until March 14, 2016 and remained with the company until March 31, 2017 with a reduced scope of responsibilities. The amount shown in the salary column reflects the actual amount of base salary paid to him during 2016.

(7) Mr. Vielehr joined Fiserv on December 1, 2013. On March 15, 2014, Mr. Vielehr received a $200,000 cash payment pursuant to the terms of his employment agreement to compensate him for the benefits which he forfeited upon leaving his prior employer.

The material terms of the company’s agreements with Messrs. Yabuki, Hau, Ernst, McGranahan and Vielehr are set forth above under the heading “Compensation Discussion and Analysis – Employment and Other Agreements with Executive Officers.” Mr. Hirsch did not have an employment agreement with the company.


45		2017 Proxy Statement

Grants of Plan-Based Awards in 2016


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾		All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)
J. Yabuki				739,200		1,470,000		2,940,000

		02/19/2016														27,730						2,680,105

		02/19/2016																137,888		96.65		4,320,031

		03/29/2016								29,502		118,006		236,012								12,000,030

R. Hau				343,750		687,500		1,375,000

		03/14/2016														25,404						2,500,008

		03/14/2016																94,044		98.41		3,000,004

T. Hirsch		02/19/2016														7,114						687,568

		02/19/2016																21,944		96.65		687,506

M. Ernst				408,000		810,000		1,620,000

		02/19/2016																54,262		96.65		1,700,028

		02/19/2016								1,294		5,174		10,348								500,067

D. McGranahan				295,800		587,000		1,174,000

		10/31/2016														10,155						1,000,064

		10/31/2016																68,901		98.48		2,200,009

B. Vielehr				258,500		517,000		1,034,000

		02/19/2016														6,208						600,003

		02/19/2016																19,151		96.65		600,001

		02/19/2016								1,552		6,208		12,416								600,003

(1) Mr. McGranahan joined Fiserv on October 31, 2016, and the threshold, target and maximum non-equity incentive plan awards for him are provided on an annualized basis. Mr. McGranahan’s actual non-equity incentive plan award for 2016 was pro-rated based on his period of service during the year. Mr. Hirsch was not eligible for a non-equity incentive plan award for 2016 due to his retirement as our chief financial officer on March 14, 2016.

(2) We granted all of the performance share units reported above pursuant to the Incentive Plan. The performance share units have a three-year performance period. The number of shares issued at vesting will be determined by the company’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjusted income from continuing operations over the three-year period, and will range from 0% to 200% of the target award.

(3) We granted all of the restricted stock units and stock options reported above pursuant to the Incentive Plan. Except in the case of Messrs. Hau and McGranahan, one-third of the restricted stock units vest on each of the second, third and fourth anniversaries of the grant date, and one-third of the stock options vest on each anniversary of the grant date. For Messrs.

Hau and McGranahan, one-half of the restricted stock units and one-half of the stock options vest on each of the third and fourth anniversaries of the grant date. The options have an exercise price equal to the closing price of our common stock on the grant date and expire on the 10 year anniversary of the grant date. As discussed under “Compensation Discussion and Analysis – 2016 Named Executive Officer Compensation – Equity Incentive Awards,” the mix of stock options and restricted stock units granted is determined by the compensation committee based in part on the recommendation of the chief executive officer and an understanding of individual preference.

(4) The amounts in the table represent the grant date fair value of the restricted stock unit and stock option awards and, in the case of performance share units, the grant date fair value at the target award level. Information about the assumptions that we used to determine the grant date fair value of the awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 31, 2016.


46		2017 Proxy Statement

Outstanding Equity Awards at December 31, 2016


	Option Awards⁽¹⁾								Stock Awards⁽¹⁾
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾
J. Yabuki										64,216⁽³⁾		6,824,876		118,006⁽⁴⁾		12,541,678

		—		137,888⁽⁵⁾		96.65		02/19/2026

		68,832		137,664⁽⁶⁾		79.05		02/18/2025

		167,713		83,857⁽⁷⁾		56.97		02/19/2024

		317,188		—		40.35		02/20/2023

		241,350		—		32.64		02/22/2022

		329,190		—		30.86		02/23/2021

		388,826		—		23.85		02/24/2020

		543,984		—		16.37		02/26/2019

		51,652		—		27.11		02/27/2018

		190,548		—		27.11		02/27/2018

R. Hau										25,404⁽⁸⁾		2,699,937		—		—

		—		94,044⁽⁹⁾		98.41		03/14/2026

T. Hirsch										30,846⁽¹⁰⁾		3,278,313		—		—

		—		21,944⁽⁵⁾		96.65		02/19/2026

		11,146		22,292⁽⁶⁾		79.05		02/18/2025

		23,084		11,543⁽⁷⁾		56.97		02/19/2024

M. Ernst										2,892⁽¹¹⁾		307,362		5,174⁽⁴⁾		549,893

		—		54,262⁽⁵⁾		96.65		02/19/2026

		23,603		47,207⁽⁶⁾		79.05		02/18/2025

		49,720		24,861⁽⁷⁾		56.97		02/19/2024

		83,576		—		40.35		02/20/2023

		90,506		—		32.64		02/22/2022

		97,290		—		29.75		01/03/2021

D. McGranahan										10,155⁽¹²⁾		1,079,273		—		—

		—		68,901⁽¹³⁾		98.48		10/31/2026

B. Vielehr										24,410⁽¹⁴⁾		2,594,295		6,208⁽⁴⁾		659,786

		—		19,151⁽⁵⁾		96.65		02/19/2026

		17,047		34,094⁽⁶⁾		79.05		02/18/2025

		77,928		38,964⁽¹⁵⁾		54.95		12/01/2023


47		2017 Proxy Statement

(1)	In December 2013, we completed a two-for-one split of our common stock. Accordingly, all amounts are presented on a split-adjusted basis.

~~Grants of Plan-Based Awards in 2014~~
(2) The amounts in this column were calculated by multiplying the closing market price of our common stock on December 30, 2016 (the last day that NASDAQ was open for trading during our most recently completed fiscal year), $106.28, by the number of unvested shares or units.

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

All Other
Stock
Awards;
Number of
Shares of All Other
Option
Awards;
Number of
Securities Exercise
or Base
Price of
Option Grant Date
Fair Value
of Stock
and
Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Stock or
Units (#)⁽¹⁾

Underlying
Options (#)⁽¹⁾

Awards
($/Sh)

Option
Awards($)⁽²⁾

J. Yabuki
630,000    1,260,000    2,520,000

02/19/2014 18,933    1,078,613

02/19/2014 251,570    56.97    4,722,371

T. Hirsch
250,000    500,000    1,000,000

02/19/2014 11,410    650,028

02/19/2014 34,627    56.97    650,004

M. Ernst
362,250    718,750    1,437,500

02/19/2014 74,581    56.97    1,400,005

R. Gupta
  258,500      517,000      1,034,000

02/19/2014   6,144    350,024

02/19/2014   18,646      56.97      350,015

B. Vielehr⁽³⁾
258,500    517,000    1,034,000

(3)

Includes 5,431 restricted stock units that vested February 18, 2017, 6,311 restricted stock units that vested on February 19, 2017, and 7,570 restricted stock units that vested on February 20, 2017. The remaining restricted stock units will vest as follows: 5,431 on February 18, 2018; 6,311 on February 19, 2018; 9,243 on each of February 19, 2018 and 2019; 5,432 on February 18, 2019; and 9,244 on February 19, 2020.

(4)	The performance share units are reported at the target award level and have a three-year performance period.

(5)	One-third of the options vest on each anniversary of the grant date, February 19, 2016.

(6)	One-third of the options vest on each anniversary of the grant date, February 18, 2015.

(7)	One-third of the options vest on each anniversary of the grant date, February 19, 2014.

(8)	One-half of the restricted stock units will vest on each of March 14, 2019 and 2020.

(9)	One-half of the options vest on the third and fourth anniversaries of the grant date, March 14, 2016.

(10)

Includes 3,584 restricted stock units that vested on February 18, 2017, 3,803 restricted stock units that vested on February 19, 2017, and 5,372 restricted stock units that vested on February 20, 2017. The remaining restricted stock units will vest as follows: 3,584 on February 18, 2018; 3,804 on February 19, 2018; 2,371 on each of February 19, 2018 and 2019; 3,585 on February 18, 2019; and 2,372 on February 19, 2020.

~~(1) We granted all~~

(11)	All of the restricted stock units vested on February 20, 2017.

(12)	One-half of the restricted stock units will vest on each of October 31, 2019 and 2020.

(13)	One-half of the options vest on the third and fourth anniversaries of the grant date, October 31, 2016.

(14)	The restricted stock units will vest as follows: 18,202 on December 1, 2017; 2,069 on each of February 19, 2018 and 2019; and 2,070 on February 19, 2020.

(15)	One-third of the options vest on the second, third and fourth anniversaries of the grant date, December 1, 2013.


48		2017 Proxy Statement

Option Exercises and Stock Vested During 2016

During our fiscal year ended December 31, 2016, the named executive officers exercised options to purchase shares of ~~the equity awards reported above pursuant to the Incentive Plan. Unless otherwise noted, one-third of the~~our common stock and/or had restricted stock units vest on each of the second, third and fourth anniversaries of the grant date, and one-third of the stock options vest on each anniversary of the grant date. The options have an exercise price equal to the closing price of our common stock on the grant date and expire on the 10 year anniversary of the grant date.as set forth below.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽²⁾
J. Yabuki		248,784		16,680,967		38,985		3,799,785

R. Hau		—		—		—		—

T. Hirsch		181,502		11,896,807		15,303		1,486,820

M. Ernst		—		—		6,212		604,606

D. McGranahan		—		—		—		—

B. Vielehr		—		—		18,200		1,880,424

(1) The “Value Realized on Exercise” was calculated in accordance with SEC rules by multiplying the gross number of shares acquired on exercise times the difference between the closing price of our common stock on the exercise date and the exercise price of the option and, along with the “Number of Shares Acquired on Exercise,” does not take into account shares withheld by the company to satisfy the exercise price and tax liability incident to the exercise of stock options.

(2) The “Value Realized on Vesting” was calculated in accordance with SEC rules by multiplying the gross number of shares acquired on vesting times the closing price of our common stock on the vesting date and, along with the “Number of Shares Acquired on Vesting,” does not take into account shares withheld by the company to satisfy the tax liability incident to the vesting of restricted stock units.


49		2017 Proxy Statement

Non-Qualified Deferred Compensation in 2016

The ~~amounts in the~~following table ~~represent the grant date fair value~~sets forth certain information for each of ~~the awards. Information about the assumptions that we used to determine the grant fair value of the awards is set forth in~~ our ~~Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements~~named executive officers regarding non-qualified deferred compensation for the year ended December 31, ~~2014.~~2016.

~~(3) Mr. Vielehr joined Fiserv on December 1, 2013 and did not receive any equity awards in 2014.~~

41 ~~2015 Proxy Statement~~

~~Outstanding Equity Awards at December 31, 2014~~

Option Awards⁽¹⁾


Stock Awards⁽¹⁾





Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock that
Have Not
Vested (#)

Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)⁽²⁾













J. Yabuki
101,041⁽³⁾   7,170,880












—    251,570⁽⁴⁾   56.97    02/19/2024












83,704    233,484⁽⁵⁾   40.35    02/20/2023












160,900    80,450⁽⁶⁾   32.64    02/22/2022












329,190    —       30.86    02/23/2021












388,826    —       23.85    02/24/2020












543,984    —       16.37    02/26/2019












51,652    —       27.11    02/27/2018












190,548    —       27.11    02/27/2018












248,784    —       27.35    02/23/2017












450,000    —       23.05    12/01/2015












290,000    —       23.05    12/01/2015













T. Hirsch
42,820⁽⁷⁾   3,038,935












—    34,627⁽⁴⁾   56.97    02/19/2024












17,246    34,492⁽⁵⁾   40.35    02/20/2023












37,130    18,566⁽⁶⁾   32.64    02/22/2022












74,068    —       30.86    02/23/2021












83,320    —       23.85    02/24/2020












88,248    —       16.37    02/26/2019












38,740    —       27.11    02/27/2018












48,424    —       27.11    02/27/2018












37,500    —       27.35    02/23/2017













M. Ernst
15,316⁽⁸⁾   1,086,977












—    74,581⁽⁴⁾   56.97    02/19/2024












27,858    55,718⁽⁵⁾   40.35    02/20/2023












60,336    30,170⁽⁶⁾   32.64    02/22/2022












64,860    32,430⁽⁹⁾   29.75    01/03/2021













R. Gupta
47,156⁽¹⁰⁾   3,346,661












—    18,646⁽⁴⁾   56.97    02/19/2024












9,286    18,574⁽⁵⁾   40.35    02/20/2023












17,018    8,510⁽⁶⁾   32.64    02/22/2022












15,364    —       30.86    02/23/2021












14,444    —       23.85    02/24/2020












33,848    —       16.37    02/26/2019












32,282    —       27.11    02/27/2018












27,672    —       27.11    02/27/2018












34,850    —       26.53    03/30/2017












30,000    —       26.25    12/18/2016













B. Vielehr
36,402⁽¹¹⁾   2,583,450












—    116,892⁽¹²⁾   54.95    12/01/2023

42 ~~2015 Proxy Statement~~


Name	Executive Contributions in Last Fiscal Year ($)⁽¹⁾		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)⁽²⁾
J. Yabuki		—		—		—		—		—

R. Hau		—		—		—		—		—

T. Hirsch		—		—		—		—		—

M. Ernst		120,000		—		61,333		—		721,764

D. McGranahan		—		—		—		—		—

B. Vielehr		—		—		—		—		—

~~(1) In December 2013, we completed a two-for-one split of our common stock. Accordingly, all amounts are presented on a split-adjusted basis.~~

(2) The amounts in this column were calculated by multiplying the closing market price of our common stock on December 31, 2014 (the last day that NASDAQ was open for trading during our most recently completed fiscal year), $70.97, by the number of unvested shares or units.

(3) Includes 7,568 restricted stock units that vested on February 20, 2015, 25,106 restricted stock units that vested on February 22, 2015, and 9,190 restricted stock units that vested on February 23, 2015. The remaining restricted stock units will vest as follows: 6,311 on each of February 19, 2016, 2017 and 2018; 7,568 on February 20, 2016; 25,106 on February 22, 2016; and 7,570 on February 20, 2017.

~~(4) One-third of the options vest on each anniversary of the grant date, February 19, 2014.~~

~~(5) One-third of the options vest on each anniversary of the grant date, February 20, 2013.~~

~~(6) One-third of the options vest on each anniversary anniversary of the grant date, February 22, 2012.~~

(7) Includes 5,370 restricted stock units that vested on February 20, 2015, 6,128 restricted stock units that vested on February 22, 2015, and 3,040 restricted stock units that vested on February 23, 2015. The remaining restricted stock units will vest as follows: 3,803 on each of February 19, 2016 and 2017; 5,370 on February 20, 2016; 6,130 on February 22, 2016; 5,372 on February 20, 2017; and 3,804 on February 19, 2018.

(8) Includes 2,892 restricted stock units that vested on February 20, 2015 and 3,320 restricted stock units that vested on February 22, 2015. The remaining restricted stock units will vest as follows: 2,892 on each of February 20, 2016 and 2017; and 3,320 on February 22, 2016.

~~(9) One-third of the options vest on the second, third and fourth anniversaries of the grant date, January 3, 2011.~~

(10) Includes 2,892 restricted stock units that vested on February 20, 2015, 2,810 restricted stock units that vested on February 22, 2015, 1,892 restricted stock units that vested on February 23, 2015, and 1,596 restricted stock units that vested on March 31, 2015. The remaining restricted stock units will vest as follows: 3,398 on October 31, 2015; 2,048 on each of February 19, 2016, 2017 and 2018; 2,892 on each of February 20, 2016 and 2017; 9,914 on February 20, 2016; 2,810 on February 22, 2016; and 9,916 on February 20, 2017.

~~(11) One-half of these restricted stock units will vest on each of December 1, 2016 and 2017.~~

~~(12) One-third of the options vest on the second, third and fourth anniversaries of the grant date, December 1, 2013.~~

43 ~~2015 Proxy Statement~~

~~Option Exercises and Stock Vested During 2014~~

~~During our fiscal year ended December 31, 2014, the named executive officers exercised options to purchase shares of our common stock and/or had restricted stock units vest as set forth below.~~

   Option Awards

   Stock Awards



Number of Shares


Value Realized


Number of Shares


Value Realized

Name

   Acquired on Exercise (#)

   on Exercise ($)⁽¹⁾

   Acquired on Vesting (#)

   on Vesting ($)⁽²⁾

J. Yabuki
   —       —       43,996          2,525,894









T. Hirsch
27,500    1,092,175    12,662⁽³⁾    727,083









M. Ernst
—    —    3,320       190,468









R. Gupta
—    —    11,508       700,625









B. Vielehr
-—    —    —       —

(1) The “Value Realized on Exercise” was calculated by multiplying the number of shares acquired on exercise times the difference between the market value of the shares on the exercise date and the exercise price of the option.

~~(2) The “Value Realized on Vesting” was calculated by multiplying the number of shares acquired on vesting times the market value of the shares on the vesting date.~~

(3) The receipt of 3,496 of these shares due upon vesting of restricted stock units on February 24, 2014, with an aggregate value of $201,230 as of the vesting date, has been deferred by Mr. Hirsch for five years.

44 ~~2015 Proxy Statement~~

(1) The amounts shown in this column are also reported in the Summary Compensation Table for 2016.

(2) In addition to the contributions made in 2016, $558,146 of the amount included in this column for Mr. Ernst has been previously reported in the Summary Compensation Table.

Our non-qualified deferred compensation plan permits deferral of up to 100% of base salary, commissions and/or any cash payment earned by a participant pursuant to one of our written incentive plans. Accounts are credited with earnings based on each participant’s selection among investment choices that are similar to those available under our 401(k) plan. Investment allocations may be changed monthly by the participant.

Participants wishing to participate in the plan must make a deferral election each year. At the time of election, the participant must also choose the time and form of distribution. The participant may elect to have distributions begin on a specified date or following retirement. Distributions will also occur in connection with any other separation from service, or upon death or a change in control.


50		2017 Proxy Statement

Potential Payments Upon Termination or Change in Control

In the discussion below, we describe potential payments to the named executive officers upon termination of employment or a change in control. The following descriptions are qualified in their entirety by reference to the relevant agreements. The complete definitions of cause, good reason, disability and change in control are set forth in the named executive officers’ ~~employment~~ agreements ~~KEESAs and relevant stock option and restricted stock unit award agreements,~~with the company, all of which we have filed with the Securities and Exchange Commission.

Terminology

“Cause” under the agreements generally refers to specified types of serious misconduct that may harm our company. In some cases, executive officers have “good reason” to terminate their employment if we change in a negative manner their working conditions or position within our organization or if we breach the terms of the agreements. “Disability” generally means physical or mental illness that causes the executive officer to become disabled to a degree as to be unable to perform substantially all of his duties for a continuous period of six months. The definitions may vary from agreement to agreement. Accordingly, the preceding summary description of the definitions is qualified by reference to the agreements themselves.

Employment Agreements

General

Our employment agreements with Messrs. Yabuki, Ernst ~~Gupta~~ and Vielehr provide for potential payments on certain terminations of employment. As described above under “Compensation Discussion and Analysis – Deductibility of Compensation,” these agreements are designed to comply with Section 162(m) of the Internal Revenue Code. In addition, these agreements and our KEESAs all provide that post-termination payments and benefits are subject to asix-month delay in the event that the executive officer is considered a “specified employee” within the meaning of Section 409A of the Internal Revenue Code at the time of a qualifying termination. The employment

agreements also contain provisions that require each of the named executive officers

to maintain the confidentiality of our confidential information and proprietary data during and following his employment. In addition, each of Messrs. Yabuki, Ernst ~~Gupta~~ and Vielehr agrees that during his employment and for 12 months after termination of employment, he will not compete with us or solicit our clients or our employees. Under the employment agreements, we have the ability to recover compensation previously paid to the named executive officer if he breaches these obligations.

Terms of Employment Agreement with Mr. Yabuki

We have the right to terminate Mr. Yabuki’s employment at any time. Under his employment agreement, as amended in 2016, if we terminate Mr. Yabuki’s employment or fail to renew the term of his employment other than for death, disability or cause, or Mr. Yabuki terminates his employment for good reason, he is entitled to receive: (i) a lump sum payment equal to ~~four~~five andone-half times his current annual base salary, (ii) full vesting of all equity awards, as well as the right to exercise stock options for not less than one year, following the date of termination of his employment, but in no event longer than ten years from the date of grant, or if earlier, the latest date the option could have been exercised had Mr. Yabuki remained employed, (iii) a lump sum payment equal to any cash incentive compensation that has been allocated or awarded, but not paid, to him for any period ending prior to his termination and (iv) reimbursement for COBRA or other health insurance premiums for up to two years following the date of his termination, or until Mr. Yabuki obtains health care coverage through subsequent employment, whichever is earlier.

If Mr. Yabuki’s employment is terminated for death or disability, he or his estate, as applicable, is entitled to receive full vesting of all equity and long-term awards and a lump sum payment equal to any cash incentive compensation that has been allocated or awarded, but not paid, to him for any period ending prior to his termination.

~~Under his~~In 2016, we amended Mr. Yabuki’s employment agreement and KEESA ~~Mr. Yabuki is entitled~~ to ~~receive an~~eliminate the excise taxgross-up payment so that the net amount retained by him, after deduction of all applicable taxes and any interest, penalties or additions with respect thereto, equals the total present value of the payments to which he is entitled under provisions in his ~~employment agreement or KEESA~~agreements.


45 ~~2015~~
51		2017 Proxy Statement





~~at the time such payments are to be made. In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers.~~

If the benefits to Mr. Yabuki under his employment agreement are duplicative of or inconsistent with the benefits provided under his equity award agreements or KEESA, his employment agreement provides that he will receive the most favorable benefits (determined on abenefit-by-benefit basis) under his equity award agreements or KEESA, on the one hand, or his employment ~~agreement.~~

agreement on the other hand.

Terms of Employment Agreements with Messrs. Ernst ~~Gupta~~ and Vielehr

We have the right to terminate their employment at any time. If we terminate Mr. Ernst’s employment other than for death, disability or cause, or if he terminates his employment for good reason, he is entitled to receive a lump sum payment equal to 1.8 times his then-current base salary. If we terminate Mr. Gupta’s employment other than for death, disability or cause, or if he terminates his employment because we breach his employment agreement, he is entitled to receive: (i) a lump sum payment equal to 12 months of salary, (ii) the benefit of accelerated vesting for all unvested equity awards as if he had remained employed for an additional 12-month period, and (iii) reimbursement of COBRA premiums for up to 12 months following the date of his termination. With respect to Mr. Vielehr, if we terminate hisVielehr’s employment other than for death, disability or cause, he is entitled to receive: (i) a lump sum payment equal to 12 months of salary and (ii) accelerated vesting of certain equity awards granted to him pursuant to his employment agreement determined by dividing each of the total number of stock options and restricted stock units granted upon employment by two and then subtracting the number of stock options or restricted stock units, as applicable, that have vested prior to termination.

Other Agreements

We have entered into agreements with each of Messrs. Hau and McGranahan in connection with the start of their employment with us. Upon a termination without cause, each of them will receive 12 months of salary and accelerated vesting of all remaining unvested equity awards granted upon the commencement of his employment.

Mr. Hirsch

Mr. Hirsch served as our chief financial officer until March 14, 2016 and retired from our company on March 31, 2017. Mr. Hirsch did not have an employment agreement with the company, and pursuant to his equity award agreements, subject to compliance with ongoingnon-competition, confidentiality and other obligations, all of Mr. Hirsch’s unvested stock options and restricted

stock unit awards will continue to vest on their original vesting schedule as if he had not retired, and vested stock options will remain exercisable until the earlier of five years following his retirement or the original expiration date of the stock option. As of December 31, 2016, Mr. Hirsch’s unvested stock options and restricted stock units had a value of $4,665,830.

Key Executive Employment and Severance Agreements

General

Our Key Executive Employment and Severance Agreements (“KEESAs”) set forth the amounts and types of benefits that we believe will enable us to keep our executive officers’ interests aligned with those of our shareholders in the event of a

change in control by allowing them to concentrate on taking actions that are in the best interests of our shareholders without consideration of whether their actions may ultimately have an effect on the security of their employment. We also intend for the benefits to recognize past contributions by the executive officers if they are asked to leave, and to help to prevent the departure of key managers in connection with an anticipated or actual change in control. The KEESAs fulfill these purposes by generally providing for severance in the event of a qualifying termination following a change in control and vesting of outstanding equity awards upon a change in control.

We believe these agreements provide for an equitable financial transition for an executive officer when an adverse change in his or her employment status is required as a result of certain unexpected corporate events. Because these agreements have been entered into for the specific purposes described above, these arrangements do not affect the decisions we make with respect to annual or long-term compensation.

Benefits

Pursuant to the terms of the KEESAs, upon a change in control, all stock options and restricted stock units granted prior to the change in control will become fully and immediately vested. In addition, if we terminate them other than for death, disability or


52		2017 Proxy Statement

cause, or they resign for good reason, within three years following a change in control, then our named executive officers will be entitled to receive:

—

a cash termination payment equal to two times the sum of (i) their annual salary plus (ii)

—

their highest annual cash incentive award during the three completed fiscal years before the change in control; or

—

in the case of ~~Mr. Vielehr,~~Messrs. Hau and McGranahan, because heeach of them has not been employed by us for three or more years, the greater of 60% of his annual salary at the time of the change in control or the highest annual cash incentive award during the two completed fiscal years before the change in control;

—

with respect to each incentive compensation award made to the named executive officer for all uncompleted periods as of the termination date, a cash payment

46 ~~2015 Proxy Statement~~

equal to the value of such award prorated through the termination date as if the goals with respect to such award had been achieved (at the target level, if applicable), which we refer to as the “prorated bonus;” and

—

continuation for up to three years of life, disability, hospitalization, medical and dental insurance coverage at our expense as in effect at the termination, in addition to certain other benefits related to securing other employment.

In the event their employment is terminated for death or disability within three years following a change in control, our named executive officers will be entitled to receive the prorated bonus under their KEESAs. If, within three years following a change in control, we terminate the employment of our named executive officers for any reason, or they resign or retire, our named executive officers (or their heirs or estate, as applicable) will also be entitled to receive: any unpaid base salary through the termination date; reimbursement of business expenses incurred through the termination date; any compensation previously deferred by the named executive officer; and the sum of any bonus or incentive compensation allocated or awarded but not yet paid.

The KEESAs ~~other than Mr. Yabuki’s,~~ also provide that if any portion of the benefits under the KEESAs or any other agreement to which they are a party would constitute an “excess parachute payment” for purposes of the Internal Revenue Code, then they will have the

option to receive the total payments and pay the 20% excise tax imposed by the Internal Revenue Code, or have the total payments reduced such that they would not be required to pay the excise tax.

Change in Control Defined

A “change in control” under the KEESAs generally will occur if: any person becomes the beneficial owner of securities representing 20% or more of our outstanding shares of common stock or combined voting power; specified changes occur to our incumbent board of directors; our shareholders approve a merger, consolidation or share exchange with any other corporation, or approve the issuance of voting securities in connection with a merger, consolidation or share exchange; or our shareholders approve a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets.

Non-Compete

Each named executive officer with a KEESA agrees that he will not, for a period of six months after the termination date, participate in the management of, be employed by or own any business enterprise at a location within the United States that substantially competes with us or our subsidiaries. In addition, during and following his employment, he will hold in confidence, and not directly or indirectly disclose, use or copy, our confidential information and proprietary data. Finally, he agrees that for a period of two years after the termination date, he will not hire or solicit for employment any person who is or was employed by us during the twelve months preceding his termination.

Equity Awards

Equity award agreements under the Incentive Plan provide that, on a recipient’s death or disability, 100% of any then unexercisable stock options will become exercisable by the recipient until the earlier of one year following the triggering event or the stock option expiration date. In addition, the restricted stock unit and performance share unit agreements generally provide for pro rata vesting in the event of death or ~~disability.~~disability; provided that, with respect to performance share units, shares will not be issued until the end of the performance period based on the number of months of service during the performance period.

~~In 2015, our named executive officers executed amendments to their outstanding~~


53		2017 Proxy Statement

Except in the case of the award agreements for performance share units granted in 2016, the equity award agreements ~~to revise the criteria for retirement and post-retirement treatment of such awards. Following~~also provide that, following a qualified retirement and subject to compliance with ongoingnon-competition, confidentiality and other obligations, all unvested ~~equity~~stock option and restricted stock unit awards held by an executive officer will continue to vest on their original vesting schedule as if the executive officer had not ceased to be an employee, and vested stock options will remain exercisable until the earlier of five years following retirement or the original expiration date of the stock option. Prior to the modifications, all unvested options and a pro rata portion of restricted stock units granted to our executive officers would vest immediately upon retirement. The modifications apply to both previously granted awards and awards to be granted in the future. The compensation committee approved these changes to enable our executive officers to better align their long-term interests with those of our shareholders and to retain the potential value of their awards as they approach possible retirement.

47 ~~2015 Proxy Statement~~

The equity award agreements require our named executive officers to maintain the confidentiality of our confidential information and not to compete with us or solicit our employees or clients while employed by us or during the 12 months following the termination of their employment. In the event the named executive officer breaches these obligations, we are entitled to recover the value of any amounts previously paid or payable or any shares or the value of any shares delivered pursuant to any of our programs, plans or arrangements.

Upon a change in control, the Incentive Plan provides that if a named executive officer has an employment, retention, change in control or similar agreement that addresses the effect of a change in control on his or her awards, then such agreement will control. Otherwise, the Incentive Plan provides that the successor or purchaser may assume the ~~equity~~stock option and restricted stock unit awards or provide substitute awards with similar terms and conditions; provided, that, if within 12 months following the change in control the named executive officer is terminated without cause or terminates his employment for good reason, the assumed equity award or such substitute award will become fully vested and exercisable and/or all restrictions on the award will lapse as of the time immediately prior to such termination of employment. In that case, the named executive officer will have 90 days after the termination to exercise an option award unless a longer exercise period is applicable under the agreement, and the confidentiality,non-compete andnon-solicit covenants in the equity award agreement will cease to apply. If the successor or purchaser does

not assume the ~~equity award~~stock option and restricted stock unit awards or issue a replacement ~~award,~~awards, then immediately prior to the change in control, each ~~equity~~stock option and restricted stock unit award subject to the agreements will become fully vested and exercisable and/or all restrictions on the award will lapse.

The award agreements for performance share units provide that, upon a change in control prior to the end of the performance period, the named executive officer will be paid cash in an amount equal to the fair market value (as of the date of the change in control) of such number of shares eligible for issuance at 150% of the target award level. Thereafter, the award will terminate.

Cash Incentive Awards

Our Incentive Plan provides that, upon a change in control, the successor or purchaser may assume the cash incentive awards to our named executive officers or provide substitute awards with similar terms and conditions. If the successor or purchaser in the change in control does not assume the cash incentive award or issue a replacement award, then any award earned but not yet paid will be paid to the named executive officer. If the cash incentive award is not yet earned, then the award will be canceled in

exchange for a cash payment equal to the product of the amount that would have been due under the canceled award as if the performance goals measured at the time of the change in control were achieved at the same rate through the end of the performance period and a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to the date of the change in control and the denominator of which is the number of whole months in the performance period.

Estimated Potential Payments

In the tables below, we estimate the maximum amount of compensation payable to each of our named executive officers based on their agreements in effect at, and assuming that the triggering event or events indicated occurred on, December 31, ~~2014. In December 2013, we completed a two-for-one split of our common stock. Accordingly, all amounts are presented on a split-adjusted basis.~~2016. The amounts shown in the tables below rely on the following assumptions:

—


54		2017 Proxy Statement

The amount shown in the table with respect to stock options is equal to the difference between the exercise price of the unvested options which would experience accelerated vesting and ~~$70.97,~~$106.28, the closing price of our common stock on the last trading day of the calendar year.

—

The amount shown in the table with respect to restricted stock units and performance share units is equal to the closing price of our common stock on the last trading day of the calendar year times the number of unvested restricted stock units or performance share units which would experience accelerated vesting.

Except in the case of Mr. Yabuki, upon death or disability, performance share units vest after the end of the performance period on a pro rata basis depending on the number of months of service completed during the relevant performance period, and we assume that performance goals will be achieved at the target level.

—

In the case of Mr. Yabuki, we assume that, upon death or disability or a termination without cause or resignation for good reason, his performance share units will fully vest after the end of the performance period at the target level.

The prorated bonus amounts reflect the named executive officer’s target cash incentive award for ~~2014~~2016 because we assume that the triggering event or events indicated occurred on December 31, ~~2014.~~

2016. In the case of Mr. McGranahan, we have included a pro rated amount that reflects his period of service from October 31, 2016 to December 31, 2016.

In the case of Mr. McGranahan, the amount shown as—“Sign-On Bonus” represents a $500,000 cash bonus he is entitled to receive pursuant to his agreement with the company and payable in two equal installments 90 days and 12 months following his commencement date of October 31, 2016.

The amount shown in the “Retirement (Equity Award Agreements)” column assumes that the named executive officer who was retirement-eligible at December 31, 2016 fulfills all retirement qualifications and complies with all ongoing obligations so that all unvested stock option and restricted stock unit awards held by him as of December 31, 2016 continue to vest on their original vesting schedule as if the executive officer had not ceased to be an employee.

The amount shown for “Post-Employment Benefits” on a termination without cause or resignation for good reason following a change in control is the value of three years of continued benefits for the named executive officer and his immediate family, including medical, dental and life insurance. The amount shown for “COBRA Reimbursement” ~~is,~~ in the case of Mr. Yabuki is the value of two years of continued medical and dental coverage for Mr. Yabuki and his immediate ~~family; and, in the case of Mr. Gupta, the value of one year of such benefits.~~family. The value of the benefits is based on a number

48 ~~2015 Proxy Statement~~

of assumptions, including the continued availability of these types of coverage at expected rates. Accordingly, the amount shown is only an estimate, and the actual amount payable by us may be greater or less than the amount shown.

•

In accordance with the terms of the KEESAs, the amount shown for outplacement services is 10% of the executive officers’ respective base salaries for ~~2014.~~

2016. Pursuant to their agreements, Messrs. Hau and McGranahan would also receive up to one year of outplacement services upon a termination without cause.

•

The executive officers’ KEESAs provide that the named executive officers are entitled to receive reimbursement for certain fees and expenses, up to $15,000, paid to consultants and legal or accounting advisors in connection with the computation of benefits under the KEESAs. ~~Accordingly, $15,000 is shown for advisor fees for each named executive officer.~~

•

In certain circumstances, our named executive officers could elect to have payments reduced to eliminate potential excise taxes; however, for purposes of the tables below, we have assumed that no such election has been made.

~~Potential Payments on a Change in Control without Termination of Employment; Acceleration of Vesting~~

   Number of Option Shares    Number of Restricted Units
Name


Vested on Accelerated Basis (#)


Vested on Accelerated Basis (#)


Value Realized







J. Yabuki
565,504    101,041    $20,925,789







T. Hirsch
87,685    42,820    $  5,291,493







M. Ernst
192,899    15,316    $  6,330,377







R. Gupta
45,730    47,156    $  4,502,629







B. Vielehr
116,892    36,402    $  4,456,060


55		2017 Proxy Statement

Potential Payment on a Change in Control without Termination of Employment; Acceleration of Vesting


Name	Number of Option Shares Vested on Accelerated Basis (#)		Number of Restricted Stock Units Vested on Accelerated Basis (#)		Number of Performance Share Units Vested on Accelerated Basis at 150% of Target Level (#)		Value Realized ($)
J. Yabuki		359,409		64,216		177,009		34,848,834

R. Hau		94,044		25,404		—		3,440,063

M. Ernst		126,330		2,892		7,761		4,166,087

D. McGranahan		68,901		10,155		—		1,616,701

B. Vielehr		92,209		24,410		9,312		6,696,800

49 ~~2015 Proxy Statement~~

~~Potential Payment on a Termination of Employment~~

~~Mr. Yabuki~~

Resignation For Good Resignation For Good Reason
Reason or Termination or Termination Without
Death or Disability Without Cause Cause Following Change in
Benefits and Payments

(Employment Agreement)

(Employment Agreement)

Control (KEESA)

Compensation:

Base Salary
—    $  3,780,000    $  1,680,000

Cash Incentive Award
—    —    2,718,072

Prorated Bonus
$  1,260,000    1,260,000    1,260,000

Stock Options:

Unvested and Accelerated
13,754,909    13,754,909    13,754,909

Restricted Stock Units:

Unvested and Accelerated
7,170,880    7,170,880    7,170,880

Benefits:

COBRA Reimbursement
—    11,396    —

Post-Employment Benefits
—    —    96,925

Outplacement Services
—    —    84,000

Advisor Fees
—    —    15,000

Total
$22,185,789    $25,977,185    $26,779,786

Mr. Hirsch
Resignation For Good Reason
Death or Disability Prior Death or Disability or Termination Without
to Change in Control Following Change in Control Cause Following Change in
Benefits and Payments

(Equity Award Agreements)

(KEESA)

Control (KEESA)

Compensation:

Base Salary
—    —    $1,000,000

Cash Incentive Award
—    —    922,204

Prorated Bonus
—    $  500,000    500,000

Stock Options:

Unvested and Accelerated
$2,252,558    2,252,558    2,252,558

Restricted Stock Units:

Unvested and Accelerated
557,398    3,038,935    3,038,935

Benefits:

Post-Employment Benefits
—    —    117,199

Outplacement Services
—    —    50,000

Advisor Fees
—    —    15,000

Total
$2,809,956    $5,791,493    $7,895,896


56		2017 Proxy Statement

Potential Payment on a Termination of Employment

Mr. Yabuki

50 ~~2015 Proxy Statement~~

~~Potential Payment on a Termination of Employment~~

~~Mr. Ernst~~


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Resignation For Good Reason or Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA)		Death or Disability Prior to Change in Control (Employment Agreement)		Retirement (Equity Award Agreements)		Resignation For Good Reason or Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA/ Equity Award Agreement)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA/Equity Award Agreement)

Compensation:

Base Salary		—		$1,035,000		—		$1,150,000		—		—	$	4,620,000		—	$	1,680,000

Cash Incentive Award		—		—		—		1,431,030		—		—		—		—		3,325,760

Prorated Bonus		—		—		$ 718,750		718,750	$	1,470,000		—		1,470,000	$	1,470,000		1,470,000

Stock Options:

Unvested and Accelerated		$5,243,400		—		5,243,400		5,243,400
Unvested										9,211,441	$	9,211,441		9,211,441		9,211,441		9,211,441

Restricted Stock Units:

Unvested and Accelerated		271,744		—		1,086,977		1,086,977
Unvested										6,824,876		6,824,876		6,824,876		6,824,876		6,824,876

Benefits:
Performance Share Units:

Post-Employment Benefits		—		—		—		103,106

Outplacement Services		—		—		—		57,500

Advisor Fees		—		—		—		15,000

Total		$5,515,144		$1,035,000		$7,049,127		$9,805,763


Mr. Gupta

Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Breach of Employment Agreement or Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA)

Compensation:

Base Salary		—		$ 470,000		—		$ 940,000

Cash Incentive Award		—		—		—		883,804

Prorated Bonus		—		—		$ 517,000		517,000

Stock Options:

Unvested and Accelerated		$1,155,968		697,536		1,155,968		1,155,968

Restricted Stock Units:

Unvested and Accelerated		816,439		893,370		3,346,661		3,346,661
Unvested										12,541,678		—		12,541,678		18,812,517		18,812,517

Benefits:

COBRA Reimbursement		—		17,095		—		—		—		—		12,703		—		—

Post-Employment Benefits		—		—		—		136,886		—		—		—		—		102,724

Outplacement Services		—		—		—		47,000		—		—		—		—		84,000

Advisor Fees		—		—		—		15,000		—		—		—		—		15,000

Total		$1,972,407		$2,078,001		$5,019,629		$7,042,319	$	30,047,995	$	16,036,317	$	34,680,698	$	36,318,834	$	41,526,318

Mr. Hau


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA)
Compensation:

Base Salary		—	$	625,000		—	$	1,250,000

Cash Incentive Award		—		—		—		750,000

Prorated Bonus		—		—	$	687,500		687,500

Stock Options:

Unvested	$	740,126		740,126		740,126		740,126

Restricted Stock Units:

Unvested		—		2,699,937		2,699,937		2,699,937

Benefits:

Post-Employment Benefits		—		—		—		118,983

Outplacement Services		—		3,950		—		62,500

Advisor Fees		—		—		—		15,000

Total	$	740,126	$	4,069,013	$	4,127,563	$	6,324,046

51 ~~2015 Proxy Statement~~

~~Potential Payment on a Termination of Employment~~

~~Mr. Vielehr~~

Benefits and Payments

Death or Disability
Prior to Change
in Control
(Equity Award
Agreements)

Termination
Without Cause
(Employment
Agreement)

Death or
Disability
Following Change
in Control
(KEESA)

Resignation For
Good Reason or
Termination
Without Cause
Following Change
in Control
(KEESA)

Compensation:

Base Salary
—    $    470,000    —            $    940,000

Cash Incentive Award
—    —    —    564,000

Prorated Bonus
—    —            $    517,000    517,000

Stock Options:

Unvested and Accelerated
    $ 1,872,610    936,305    1,872,610    1,872,610

Restricted Stock Units:

Unvested and Accelerated
645,862    1,291,725    2,583,450    2,583,450

Benefits:

Post-Employment Benefits
—    —    —    125,852

Outplacement Services
—    —    —    47,000

Advisor Fees
—    —    —    15,000

Total
$2,518,472            $2,698,030    $4,973,060    $6,664,912


57		2017 Proxy Statement

Potential Payment on a Termination of Employment

Mr. Ernst


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Retirement (Equity Award Agreements)		Resignation For Good Reason or Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA/ Equity Award Agreement)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA/Equity Award Agreement)
Compensation:

Base Salary		—		—	$	1,080,000		—	$	1,200,000

Cash Incentive Award		—		—		—		—		1,772,582

Prorated Bonus		—		—		—	$	810,000		810,000

Stock Options:

Unvested	$	3,033,886	$	3,033,886		—		3,033,886		3,033,886

Restricted Stock Units:

Unvested		76,840		307,362		—		307,362		307,362

Performance Share Units:

Unvested		183,333		—		—		824,839		824,839

Benefits:

Post-Employment Benefits		—		—		—		—		150,340

Outplacement Services		—		—		—		—		60,000

Advisor Fees		—		—		—		—		15,000

Total	$	3,294,059	$	3,341,248	$	1,080,000	$	4,976,087	$	8,174,009

Mr. McGranahan


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA)
Compensation:

Base Salary		—	$	510,000		—	$	1,020,000

Cash Incentive Award		—		—		—		612,000

Prorated Bonus		—		—	$	97,833		97,833

Sign-On Bonus	$	500,000		500,000		500,000		500,000

Stock Options:

Unvested		537,428		537,428		537,428		537,428

Restricted Stock Units:

Unvested		—		1,079,273		1,079,273		1,079,273

Benefits:

Post-Employment Benefits		—		—		—		100,866

Outplacement Services		—		3,950		—		51,000

Advisor Fees		—		—		—		15,000

Total	$	1,037,428	$	2,630,651	$	2,214,534	$	4,013,400

52 ~~2015 Proxy Statement~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16 of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These Section 16 reporting persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16 forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from Section 16 reporting persons, we believe that, during our fiscal year ended December 31, 2014, all Section 16 reporting persons complied with all applicable filing requirements, except that, on April 8, 2014, each of Kevin Gregoire and Rahul Gupta filed a late Form 4 to report our withholding of 735 shares and 560 shares, respectively, to satisfy the taxes incident to the vesting of restricted stock units on March 31, 2014.


58		2017 Proxy Statement

Potential Payment on a Termination of Employment

Mr. Vielehr


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA/Equity Award Agreement)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA/Equity Award Agreement)
Compensation:

Base Salary		—	$	470,000		—	$	940,000

Cash Incentive Award		—		—		—		1,291,800

Prorated Bonus		—		—	$	517,000		517,000

Stock Options:

Unvested	$	3,112,826		—		3,112,826		3,112,826

Restricted Stock Units:

Unvested		967,361		—		2,594,295		2,594,295

Performance Share Units:

Unvested		220,000		—		989,679		989,679

Benefits:

Post-Employment Benefits		—		—		—		147,434

Outplacement Services		—		—		—		47,000

Advisor Fees		—		—		—		15,000

Total	$	4,300,187	$	470,000	$	7,213,800	$	9,655,034

53 ~~2015~~


59		2017 Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These Section 16 reporting persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16 forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from Section 16 reporting persons, we believe that, during our fiscal year ended December 31, 2016, all Section 16 reporting persons complied with all applicable filing requirements.


60		2017 Proxy Statement

Proposal 3. Advisory Vote on Frequency of Shareholder Advisory Vote on Executive Compensation

Background

We are conducting a non-binding, advisory vote on the frequency of holding a shareholder advisory vote on the compensation of our named executive officers in accordance with Section 14A of the Exchange Act. We are providing shareholders the option of selecting a frequency of every one, two or three years. You may vote for any of these options, or abstain on the matter. We are required by Section 14A of the Exchange Act to seek this advisory vote every six years. We last submitted a vote on this matter to our shareholders in 2011, when, in keeping with the recommendation of our board, our shareholders expressed a preference that an advisory vote be held on an annual basis.

Proposed Resolution

You may cast your vote on your preferred frequency of holding an advisory vote when you vote in response to the resolution set forth below.

“RESOLVED, that the shareholders hereby approve, on an advisory basis, that the company hold a shareholder advisory vote to approve the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K every one year, two years or three years, as determined by the alternative that receives the highest number of votes cast for it.”

After careful consideration of this proposal, our board of directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for Fiserv. Therefore, our board of directors recommends that you vote for holding an advisory vote on the compensation of our named executive officers every year. Shareholders should understand that they are not voting “for” or “against” the recommendation of the board, but instead have the choice to vote for holding future advisory votes on compensation every one, two or three years, or to abstain from voting.

Our board of directors continues to believe that an executive compensation program should drive creation of shareholder value over the long-term. Although not all compensation programs can be adequately evaluated on an annual basis, the board currently believes that receiving advisory input from our shareholders each year will be most effective to enable it to receive timely, direct input on our compensation philosophy, policies and practices.

Vote Required and Recommendation of the Board of Directors

The alternative receiving the greatest number of votes – every one, two or three years – will be the frequency that shareholders approve on an advisory basis for holding an advisory vote on the compensation of our named executive officers. Unless otherwise specified, the proxies solicited hereby will be voted in favor of holding an advisory vote on the compensation of our named executive officers every year.

Because the vote is advisory, it will not be binding upon the board or the compensation committee, and neither the board nor the compensation committee will be required to take any action as a result of the outcome of the vote on this proposal. Although the outcome of this vote is advisory, the compensation committee and board will carefully consider the outcome of the vote when determining how often shareholders will have an opportunity to vote on the compensation of our named executive officers.

The board of directors recommends that you vote “1 YEAR” on Proposal 3.


61		2017 Proxy Statement

Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm

Background

The audit committee of the board of directors is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The audit committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, ~~2015.~~2017. Deloitte has served as our independent public accounting firm since 1986. The audit committee ~~from time to time,~~periodically evaluates the performance and independence of Deloitte to determine whether we should continue to retain the firm. To this end, at least annually, Deloitte makes a presentation to the committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance. The audit committee is responsible for the audit fee negotiations associated with the retention of Deloitte. In addition, in conjunction with the mandated rotation of Deloitte’s lead engagement partner, the audit committee and its chairman actively participate in the selection of a successor lead engagement partner. The members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders.

A representative of Deloitte is expected to be present at the annual meeting, will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

Reason for the Proposal

Appointment of our independent registered public accounting firm is not required to be submitted for shareholder approval, but the audit committee of our board of directors is seeking ratification of its appointment of Deloitte as a matter of good corporate practice. If our shareholders do not ratify this appointment, the audit committee of the board of directors will consider it a direction to seek to retain another independent public accounting firm. Even if the appointment is ratified, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time if it determines that such a change would be in our shareholders’ best interests.

Vote Required and Recommendation of the Board of Directors

To ratify the appointment of Deloitte as our independent registered public accounting firm, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. Unless otherwise specified, the proxies solicited hereby will be voted to ratify the appointment of Deloitte as our independent registered public accounting firm for ~~2015.~~

2017.

The board of directors recommends that you vote ~~in favor of~~“FOR” Proposal 3.4.

54 ~~2015 Proxy Statement~~

~~Independent Registered Public Accounting Firm and Fees~~

The following table presents the aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (the “Deloitte Entities”) for services provided during 2013 and 2014.

   2013

   2014

Audit Fees
   $ 2,830,000       $ 2,491,000
Audit-Related Fees
   3,439,000       3,352,000
Tax Fees
   669,000       634,000
All Other Fees
   312,000       75,000





Total
   $ 7,250,000       $ 6,552,000

Audit Fees. Audit fees are for professional services rendered by the Deloitte Entities in connection with the integrated audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports on Form 10-Q, other statutory audits and other regulatory filings.

~~Audit-Related Fees. Audit-related fees are for professional services rendered by the Deloitte Entities for service auditor reports.~~

~~Tax Fees. Tax fees are for tax consultations and tax return preparation and compliance.~~

~~All Other Fees. All other fees are for consulting and training services.~~

~~Audit Committee Pre-Approval Policy~~

The audit committee has established pre-approval policies and procedures that require audit committee approval of all audit and permitted non-audit services to be provided by its independent registered public accounting firm. In some cases, the audit committee pre-approves particular services, subject to certain monetary limits, after the audit committee is presented with a schedule describing the services to be approved. The audit committee’s pre-approval policies do not permit the delegation of the audit committee’s responsibilities to management. In 2014, the audit committee pre-approved all services provided by our independent registered public accounting firm.



62		2017 Proxy Statement

Independent Registered Public Accounting Firm and Fees

The following table presents the aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (the “Deloitte Entities”) for services provided during 2016 and 2015.


	2016		2015
Audit Fees	$	2,827,000	$	2,818,000
Audit-Related Fees		3,472,000		3,413,000
Tax Fees		848,000		699,000
All Other Fees		87,000		247,000

Total	$	7,234,000	$	7,177,000

Audit Fees. Audit fees are for professional services rendered by the Deloitte Entities in connection with the integrated audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports on Form 10-Q, other statutory audits and other regulatory filings.

Audit-Related Fees. Audit-related fees are for professional services rendered by the Deloitte Entities for service auditor reports.

Tax Fees. Tax fees are for tax consultations and tax return preparation and compliance.

All Other Fees. All other fees are for consulting and training services.

Audit Committee Pre-Approval Policy

The audit committee has established pre-approval policies and procedures that require audit committee approval of all audit and permitted non-audit services to be provided by its independent registered public accounting firm. For certain types of services, the audit committee pre-approves the particular services, subject to certain monetary limits, after the audit committee is presented with a schedule describing the services to be approved. The audit committee’s pre-approval policies do not permit the delegation of the audit committee’s responsibilities to management. In 2016, the audit committee pre-approved all services provided by our independent registered public accounting firm.

Audit Committee Report

In accordance with its written charter, the audit committee provides independent review and oversight of the accounting and financial reporting processes and financial statements of Fiserv, Inc., the system of internal controls that management and the board of directors have established, the audit process and the results of operations of Fiserv, Inc. and its financial condition. Management has the responsibility for preparing the company’s financial statements and Deloitte & Touche LLP (“Deloitte”), the company’s independent registered public accounting firm, has the responsibility for examining those statements.

The audit committee has reviewed and discussed with management and Deloitte the audited financial statements of Fiserv, Inc. for the fiscal year ended December 31, ~~2014.~~2016. The audit committee has also discussed with Deloitte the matters required to be discussed by the standards of the Public Company Accounting Oversight Board. The audit committee has received the written disclosures and letter from Deloitte required by the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and has discussed with Deloitte its independence. The audit committee has pre-approved all services provided and fees charged by the independent registered public accounting firm to Fiserv, Inc. and has concluded that such services are compatible with Deloitte’s independence.

The audit committee also discussed with management, the internal auditors and Deloitte the quality and adequacy of the internal controls and internal audit organization, responsibilities, budget and staffing of Fiserv, Inc. The audit committee reviewed with both Deloitte and the internal auditors their respective audit plans, audit scope and identification of audit risks. Based on the above-mentioned reviews and discussions, the audit committee recommended to the board of directors that the audited financial statements of Fiserv, Inc. be included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014,~~2016, for filing with the Securities and Exchange Commission.

Thomas C. Wertheimer, Chairman

Alison Davis

~~Christopher M. Flink~~John Y. Kim

Denis J. O’Leary

JD Sherman


63		2017 Proxy Statement

Proposal 5. Shareholder Proposal

55 ~~2015 Proxy Statement~~

~~Proposal 4. Shareholder Proposal~~

The following proposal was submitted by an individual shareholder and will be voted on at the annual meeting if it is properly presented.~~The board of directors recommends you vote AGAINST the proposal and asks you to read Fiserv’s Statement in Opposition which follows the proposal.~~ The shareholder’s name, address, and number of shares of common stock held may be obtained upon written request therefor made to our corporate Secretary. The proposal has been included exactly as we received it in accordance with the rules of the Securities and Exchange Commission.

~~Proposal 4 - Executives To Retain Significant Stock~~

Resolved: Shareholders urge that our executive pay committee adopt a policy requiring senior executives to retain a significant percentage of stock acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding the policy before our Company’s next annual meeting. For the purpose of this policy, normal retirement age would be an age of at least 60 and be determined by our executive pay committee. Shareholders recommend a share retention percentage requirement of 75% of net after-tax shares.

This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise our directors might be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan.

Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our executives on our company’s long-term success. A Conference Board Task Force report stated that hold-to-retirement requirements give executives “an ever-growing incentive to focus on long-term stock price performance.”

GMI Ratings, an independent investment research firm, said unvested equity pay partially or fully accelerates upon CEO termination. Accelerated equity vesting allows executives to realize lucrative pay without necessarily having earned it through strong performance. Fiserv had not disclosed specific, quantifiable performance objectives for our CEO. Fiserv gives long-term incentive pay to executives without requiring our company to perform above the median of its peer group.

~~Please vote to protect shareholder value:~~

~~Executives To Retain Significant Stock - Proposal 4~~

56 ~~2015 Proxy Statement~~

~~Statement In Opposition~~

We believe that the ownership of a meaningful amount of stock by our executive officers creates a beneficial alignment of the interests of our executive officers with the long-term interests of our shareholders. Accordingly, we require significant stock ownership by all of our executive officers, and maintain other policies that align the interests of our executive officers with the long-term interests of our shareholders. In light of these policies, the strong culture of stock ownership that exists among our executive officers and the potential negative consequences of this proposal, we do not believe that implementation of this proposal is appropriate for our company or in the best interest of our shareholders.The board of directors ~~strongly urges~~recommends you vote AGAINST the proposal because Fiserv has already implemented a proxy access by-law consistent with market practices and asks you to ~~vote AGAINST this~~read its Statement in Opposition which follows the proposal.The shareholder’s name, address and number of shares of common stock held may be obtained upon written request to our corporate Secretary.

~~We already have a stock ownership policy that requires our executive officers to own a significant amount of stock.~~

~~Our stock ownership policy requires our chief executive officer to own equity having a value of at least six times his base salary and,~~The following proposal has been included exactly as we received it in accordance with the case of our other named executive officers, four times their base salary. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the endrules of the ~~second year. This requirement is monitored by our compensation committee~~Securities and ~~all of our executive officers are in compliance, holding significant amounts of our stock.~~Exchange Commission:

Proposal 5 - Shareholder Proxy Access Reform

~~We have a strong culture of stock ownership.~~

We have a strong corporate culture of stock ownership and retention. Our executive officers have voluntarily retained a significant number of the net after-tax shares received under our equity compensation programs throughout their careers.

~~We have other policies~~Shareholders request that ~~further align the interests of our executives with the long-term interests of our shareholders.~~

~~Our stock ownership guidelines are supplemented by policies that strengthen the incentive for our executives to focus on the long-term success of our~~

business. For example, we prohibit our executive officers from hedging, pledging or engaging in short sales of, or transactions in derivative instruments in, our stock. In addition, under our compensation recoupment policy, in the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of our board of directors ~~from any person who was serving as an executive officer~~take the steps necessary to enable at least 50 shareholders to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to make use of shareholder proxy access.

Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria for a continuous 3-years at most companies examined by the Council of Institutional Investors. Additionally many of the largest investors of major companies are routinely passive investors who would be unlikely to be part of the proxy access shareholder aggregation process.

Under this proposal it is unlikely that the number of shareholders who participate in the aggregation process would reach an unwieldy number due to the rigorous rules our management adopted for a shareholder to qualify as one of the aggregation participants. Plus it is easy for our management to screen aggregating shareholders because management simply needs to find one item lacking from a list of typical proxy access requirements.

This proposal is more important to our company ~~at the time the original results were published.~~

~~A requirement to retain at least 75% of shares acquired through equity pay programs would hinder our ability to recruit key executive talent and to promote from within our company.~~

~~We believe that~~than most ~~public~~other companies because we do not have ~~stock retention requirements comparable~~the right to confidential voting. Our management can see how we are voting and try to twist our arm to vote the opposite. On the other hand if our management adopts this proxy access reform proposal it will be a sign that ~~which is proposed. As a result, we believe that adoption of this proposal would harm~~ our ~~ability~~management values shareholder input.

Please vote to recruit new executive talent from outside our company. Furthermore, we believe adoption of this proposal could serve to discourage our current employees from accepting promotions that would result in them becoming subject to the proposed retention policy. Our success in recruiting new executives and promoting from within our company has been an important factor in our long-term success, and this proposal would harm our overall competitiveness.enhance shareholder value:

Shareholder Proxy Access Reform - Proposal 5

~~A requirement to retain at least 75% of shares acquired through equity pay programs is inappropriately high.~~

Sensible stock ownership requirements balance the importance of aligning executive officer and shareholder interests against the need to allow executives to prudently manage their personal financial affairs. We believe that our stock ownership requirements and other policies strike that balance effectively. By creating and maintaining this balance, we ensure that our executive officers have a significant investment in the future of our company, while also allowing them to prudently manage their financial affairs through the ability, in common with other investors, to diversify their holdings over an extended period, and through the ability, in common with executive officers at other companies, to realize


57 ~~2015~~
64		2017 Proxy Statement

Fiserv’s Statement in Opposition

The board of directors has carefully considered this proposal and recommends that you vote AGAINST it. As we discuss below, in 2016, we implemented proxy access for director nominations by our shareholders on terms consistent with market practices. Accordingly, our board believes no further action is needed and that the change to proxy access that the shareholder proposal seeks is not in the best interests of our company or our shareholders.

On February 19, 2016, our board of directors amended our by-laws to implement proxy access in the form that it believes is most appropriate for our company and our shareholders and is consistent with current market practices.

Under our proxy access by-law, any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for 3 years may nominate up to the greater of two individuals or 20% of the board of directors for election to the board and require us to include such nominees in our proxy materials. A copy of the by-laws, as amended, was attached as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2016.

The shareholder proposal seeks to increase the number of shareholders who may aggregate their holdings to reach the 3% minimum ownership requirement (an “aggregation limit”). An aggregation limit is designed to ensure that all shareholders have a fair and reasonable opportunity to nominate director candidates by forming groups with other shareholders who own fewer than the minimum required shares while also minimizing the burden on the company in reviewing and verifying the information and representations that each member of a shareholder group must provide to establish the group’s eligibility. Our aggregation limit achieves these dual objectives by assuring that any shareholder may form a group owning more than 3% of the common stock by combining with other shareholders, while not imposing the cost of processing nominations from a large group of shareholders on us and our other shareholders.


substantial value from the equity component of their compensation before reaching normal retirement age. We believe that the addition of a policy that would require executives to hold at least 75% of shares acquired through equity pay programs until reaching normal retirement age is inappropriately high because it would upset this balance in a manner that would undermine the effectiveness and competitiveness of our executive compensation program.

Before the board of directors adopted our proxy access by-law, we engaged with a number of our shareholders on the subject of proxy access and they provided valuable feedback, including regarding what terms they view as appropriate for our company. In no case did any shareholder object to or suggest a revision of the 20-shareholder aggregation limit. A 20-shareholder aggregation limit has been included by the substantial majority of companies adopting proxy access and is not inconsistent with institutional shareholders’ voting policies. In light of this, the board of directors concluded that the 20-shareholder aggregation limit appropriately balanced our interests in providing a workable proxy access by-law that is accessible by all shareholders, promoting efficiency and keeping costs low.

Our board has a strong record of being responsive to shareholder concerns. We regularly engage with and solicit the views of our shareholders on governance matters and will continue to do so. For these reasons, our board of directors believes that our company’s current shareholder proxy access right is in the best interests of our shareholders and that the approach in the shareholder proposal is not appropriate for our company.

Vote Required and Recommendation of the Board of Directors

The number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal for it to gain approval. Unless otherwise specified, the proxies solicited hereby will be voted against the shareholder proposal.

The board of directors recommends that you vote ~~AGAINST~~“AGAINST” Proposal 4.5.

58 ~~2015 Proxy Statement~~

~~Other Matters~~


65		2017 Proxy Statement

Other Matters

Shareholder Proposals for the

~~2016~~2018 Annual Meeting

Any proposal that a shareholder desires to include in our proxy materials for our ~~2016~~2018 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must be delivered no later than December ~~8, 2015~~12, 2017 to the following address: 255 Fiserv Drive, Brookfield, Wisconsin 53045, Attention: Lynn S. McCreary, Chief Legal Officer and Secretary.

In 2016, we amended our by-laws to include a proxy access provision. Under our by-laws, shareholders who meet the requirements set forth in our by-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Among other matters, a shareholder must give written notice to our corporate Secretary not less than 120 days and not more than 150 days prior to the first anniversary of the date on which we first made available our proxy materials for the 2017 annual meeting. Because we will commence mailing our proxy statement for the 2017 annual meeting on April 11, 2017, we must receive notice of a shareholder’s director nomination for the 2018 annual meeting pursuant to the proxy access by-law provision no sooner than November 12, 2017 and no later than December 12, 2017. If the notice is received outside of that time frame, then we are not required to include the nominees in our proxy materials for the 2018 annual meeting.

A shareholder who intends to present business, other than a ~~shareholder’s~~shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to our proxy access by-law provision, at the ~~2016~~2018 annual meeting must comply with the requirements set forth in our by-laws. Among other matters, a shareholder must give written notice to our corporate Secretary not less than 45 days and not more than 70 days prior to the first anniversary of the date on which we first mailed our proxy materials for the ~~2015~~2017 annual meeting. Because we ~~commenced~~will commence mailing our proxy statement for the ~~2015~~2017 annual meeting on April ~~6, 2015,~~11, 2017, we must receive notice of a shareholder’s intent to present business, other than pursuant to Rule 14a-8, or to nominate a director, other than pursuant to our proxy access by-law provision, at the ~~2016~~2018 annual meeting no sooner than January ~~27, 2016,~~31, 2018, and no

later than February ~~21, 2016.~~

25, 2018. If the notice is received ~~after February 21, 2016,~~outside of that time frame, then we are not required to permit the business or the nomination to be presented at the ~~2016~~2018 annual ~~meeting of shareholders because the notice will be considered untimely.~~meeting. Nevertheless, if our board of directors permits a matter of business submitted after February ~~21, 2016~~25, 2018 to be presented at the ~~2016~~2018 annual meeting, then the persons named in proxies solicited by the board of directors for the ~~2016~~2018 annual meeting may exercise discretionary voting power with respect to such proposal.

Proxy Statement and Annual Report Delivery

Our Annual Report on Form 10-K for ~~2014~~2016 will be made available or mailed to each shareholder on or about April ~~6, 2015.~~11, 2017. We will furnish such report, without charge, to any person requesting a copy thereof in writing and stating such person is a beneficial holder of shares of our common stock on the record date for the ~~2015~~2017 annual meeting. Requests and inquiries should be sent to our corporate Secretary, Lynn S. McCreary, at the address below.

As permitted by rules of the Securities and Exchange Commission, services that deliver our communications to shareholders who hold their stock through a bank, broker or other holder of record may deliver a single copy of our Notice, ~~Annual Report~~annual report and proxy statement to multiple shareholders sharing the same address. Upon written or oral request, we will promptly deliver a separate copy of our Notice, ~~Annual Report~~annual report and/or proxy statement to any shareholder at a shared address to which a single copy of each document was delivered. Shareholders sharing an address who are currently receiving multiple copies of the Notice, ~~Annual Report~~annual report and/or proxy statement may also request delivery of a single copy. Shareholders may make a request by writing to Lynn S. McCreary, Chief Legal Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045.

By Order of the Board of Directors

LOGO

Lynn S. McCreary, Secretary

Brookfield, Wisconsin

April ~~6, 2015~~11, 2017

59 ~~2015~~


66		2017 Proxy Statement

Appendix A

Non-GAAP Financial Measures

The ~~Company~~company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). ~~We supplement our~~The company supplements its reporting of information determined in accordance with GAAP, such as revenue, ~~and~~ earnings per share and net cash provided by operating activities, with “adjusted revenue,” ~~“adjusted internal~~“internal revenue ~~growth” and~~growth,” “adjusted earnings per ~~share.~~share” and “free cash flow.” Management believes that adjustments for certainnon-cash or other items and the exclusion of certain pass-through revenue and expenses enhance ~~our~~ shareholders’ ability to evaluate ~~our core business~~the company’s performance ~~because~~as such ~~items do not reflect how we manage our operations. Therefore, we exclude~~measures provide additional insights into the factors and trends affecting its business. The company excludes these items from GAAP revenue, ~~and~~ earnings per share and net cash provided by operating activities to ~~calculate these non-GAAP measures.~~more clearly focus on the factors management believes are pertinent to its operations and the information used to make operating decisions, including the allocation of resources to the company’s various businesses. In this proxy statement, we also disclose performance goals related to cash incentive awards based on adjusted earnings per share, ~~adjusted~~ internal revenue growth and consolidated net operating profit, which is anothernon-GAAP financial measure. Set forth below is a description of these terms:

—

Adjusted earnings per share is calculated as earnings per share ~~from continuing operations~~ in accordance with GAAP, excluding ~~merger~~acquisition and ~~integration-related~~related integration costs, certain costs associated with the achievement of the company’s operational effectiveness objectives, severance costs, amortization of acquisition-related intangible assets, and certain othernon-operating gains and losses or unusual items.

— ~~Adjusted internal~~

Internal revenue growth is measured as the increase in adjusted revenue ~~excluding the net impact of acquisitions and dispositions,~~ for the current year excluding acquired revenue and revenue attributable to dispositions, divided by adjusted revenue from the prior ~~year.~~year excluding revenue attributable to dispositions. Adjusted revenue is calculated as total revenue in accordance with GAAP, excluding the impact of postage reimbursements in ~~our~~the company’s Output Solutions business and including deferred revenue purchase accounting adjustments. ~~Adjusted business~~Business unit or group ~~internal~~adjusted revenue ~~growth~~ is calculated in the same manner using business unit or group ~~adjusted~~ revenue as applicable.

Free cash flow is calculated as net cash provided by operating activities less capital expenditures, and excludes tax-effected severance, merger and integration payments; certain cash distributions from StoneRiver Group, L.P. (“StoneRiver”), a joint venture in which the company owns a 49% interest; cash tax benefits on early debt extinguishment; and other items which management believes may not be indicative of the future free cash flow of the company.

—

Consolidated net operating profit is calculated as total revenue minus total operating expenses, excluding share-based compensation and the capitalization and amortization of internally developed software, and is adjusted for the items described in the calculation of adjusted earnings per share. Business unit or group net operating profit is calculated in the same manner using business unit or group revenue, expenses and adjustments as applicable.

Thesenon-GAAP measures may not be comparable to similarly titled measures reported by other companies and should be considered in addition to, and not as a substitute for, revenue, earnings per share, ~~and~~net cash provided by operating activities or any other amount determined in accordance with GAAP. ~~These non-GAAP measures reflect management’s judgment of particular items and may not be comparable to similarly titled measures reported by other companies.~~

60 ~~2015 Proxy Statement~~

~~Below is a reconciliation of adjusted earnings per share and adjusted internal revenue growth to the most directly comparable measure determined in accordance with GAAP:~~

   2013    2014





GAAP earnings per share from continuing operations                 $2.44                    $2.99
Adjustments – net of income taxes:
      Merger and integration costs¹ 0.20    0.03





      Severance costs 0.03    0.05





      Amortization of acquisition-related intangible assets 0.51    0.52





      StoneRiver transactions² (0.20)    (0.20)





      Tax benefit³ —    (0.03)





Adjusted earnings per share from continuing operations $2.99    $3.37


67		2017 Proxy Statement

Below are reconciliations of adjusted earnings per share, internal revenue growth and free cash flow to the most directly comparable measures determined in accordance with GAAP:


	2016		2015
GAAP earnings per share	$	4.15	$	2.99
Adjustments – net of income taxes:
Merger, integration and other costs⁽¹⁾		0.17		0.10

Severance costs		0.04		0.06

Amortization of acquisition-related intangible assets		0.46		0.53

Debt extinguishment and refinancing costs		—		0.25

StoneRiver and other investment activity⁽²⁾		(0.39)		(0.07)

Adjusted earnings per share	$	4.43	$	3.87

Earnings per share is calculated using actual, unrounded amounts.

~~(1) Merger and integration costs are attributable to the acquisition of Open Solutions in 2013 and include integration costs and deferred revenue purchase accounting adjustments.~~

~~(2) Represents the company’s share of net gains associated with capital transactions at StoneRiver Group, L.P. (“StoneRiver”), a joint venture in which the company owns a 49% interest, including~~

~~a gain on a partial divestiture of a subsidiary business in 2013 and sales of subsidiary businesses and related expenses in 2014.~~

~~(3) The tax benefit represents certain discrete income tax benefits that have been excluded from adjusted earnings per share.~~

(in millions) 2013 2014





Revenue
              $4,814                  $5,066
Output Solutions postage reimbursements
(289)    (327)





Open Solutions deferred revenue adjustment¹
21    4





Adjusted revenue
$4,546    $4,743

¹~~See footnote 1 on adjusted earnings per share reconciliation.~~

~~Adjusted internal revenue growth~~ is measured as the increase in adjusted revenue, excluding the net impact of acquisitions and dispositions (“acquired revenue”), for the current year divided by adjusted revenue from the prior year. Acquired revenue was $3 million for the full year 2014.

61 ~~2015 Proxy Statement~~

(1) Merger, integration and other costs include acquisition and related integration costs in 2016; certain costs associated with the achievement of the company’s operational effectiveness objectives, including expenses related to data center and real estate consolidation activities; and anon-cash expense in 2015 related to the modification of certain employee equity award agreements.

(2) Represents the company’s share of net gains on the sales of a business interest and a subsidiary business at StoneRiver, as well as anon-cashwrite-off of a $7 million investment in 2016.


(in millions)	2016		2015
Revenue	$	5,505	$	5,254

Output Solutions postage reimbursements		(300)		(313)

Deferred revenue purchase accounting adjustments		6		4

Adjusted revenue	$	5,211	$	4,945

Internal revenue growth is measured as the increase in adjusted revenue for the current year excluding acquired revenue and revenue attributable to dispositions, divided by adjusted revenue from the prior year excluding revenue attributable to dispositions. 2016 acquired revenue was $89 million, and revenue in the comparable prior year attributable to dispositions was $8 million.


68		2017 Proxy Statement


(in millions)	2016		2015
Net cash provided by operating activities	$	1,431	$	1,346

Capital expenditures⁽¹⁾		(290)		(359)

Other adjustments⁽¹⁾⁽²⁾		(57)		19

Free cash flow	$	1,084	$	1,006

(1) 2015 includes $70 million of capital expenditures, primarily leasehold improvements and furniture and equipment related to the company’s Atlanta facility consolidation, of which $25 million is offset by landlord reimbursements reported in net cash provided by operating activities, and $45 million of non-reimbursable building expenditures is included in “other adjustments.”

(2) Free cash flow excludes tax-effected severance, merger and integration payments; certain cash distributions from StoneRiver; cash tax benefits on early debt extinguishment; and other items which management believes may not be indicative of the future free cash flow of the company. “Other adjustments” removes cash distributions, net of related tax payments, from StoneRiver of $99 million and $20 million in 2016 and 2015, respectively.


69		2017 Proxy Statement

LOGO

FISERV, INC.

255 FISERV DRIVE

BROOKFIELD, WI 53045

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

~~FISERV, INC.~~

~~255 FISERV DRIVE~~

~~BROOKFIELD, WI 53045~~

~~VOTE BY INTERNET -www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		E21221-P89650		KEEP THIS PORTION FOR YOUR RECORDS

~~M86161-P62204 KEEP THIS PORTION FOR YOUR RECORDS~~

~~DETACH AND RETURN THIS PORTION ONLY~~


		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

   FISERV, INC. For Withhold For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote FOR all the nominees listed: All All Except

1. Election of Directors ☐ ☐ ☐

Nominees:

01)

Alison Davis

06)

Kim M. Robak

02) John Y. Kim 07) JD Sherman
03) Dennis F. Lynch 08) Doyle R. Simons
04) Denis J. O’Leary 09) Jeffery W. Yabuki
05) Glenn M. Renwick

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

2. To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. ☐ ☐ ☐ 4. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2017. ☐ ☐ ☐

The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 2 Years 3 Years Abstain The Board of Directors recommends you vote AGAINST the following proposal: For Against Abstain

3. Advisory vote on the frequency of advisory votes on the compensation of named executive officers. ☐ ☐ ☐ ☐ 5. A shareholder proposal seeking an amendment to Fiserv, Inc.’s proxy accessby-law. ☐ ☐ ☐

NOTE:If other matters properly come before the meeting or any adjournment or postponement thereof, the undersigned also authorizes the named proxies to vote on such matters in their discretion.

Yes No

Please indicate if you plan to attend this meeting. ☐ ☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date   Signature (Joint Owners) Date

V.1.1

~~FISERV, INC.~~

~~For~~

~~All~~

~~Withhold~~

~~All~~

~~For All~~

~~Except~~

~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~

~~The Board of Directors recommends you vote FOR all the~~

~~nominees listed:~~

¨

1.

~~Election of Directors~~

~~Nominees:~~

~~01) Alison Davis~~

~~02) Christopher M. Flink~~

~~03) Daniel P. Kearney~~

~~04) Dennis F. Lynch~~

~~05) Denis J. O'Leary~~

~~06) Glenn M. Renwick~~

~~07) Kim M. Robak~~

~~08) Doyle R. Simons~~

~~09) Thomas C. Wertheimer~~

~~10) Jeffery W. Yabuki~~

~~The Board of Directors recommends you vote FOR proposals 2 and 3:~~

~~For~~

~~Against~~

~~Abstain~~

2.

~~To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc.~~

¨

3.

~~To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2015.~~

¨

~~The Board of Directors recommends you vote AGAINST the following proposal:~~

~~For~~

~~Against~~

~~Abstain~~

4.

~~A shareholder proposal relating to executive retention of stock.~~

¨

~~NOTE:~~~~If other matters properly come before the meeting or any adjournment or postponement thereof, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.~~

~~Yes No~~

~~Please indicate if you plan to attend this meeting~~ ¨¨

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice of Annual Meeting and Proxy Statement and Annual Report for the Year Ended December 31, ~~2014~~2016

are available atwww.proxyvote.com.

~~M86162-P62204~~E21222-P89650

FISERV, INC.

Annual Meeting of Shareholders

May ~~20, 2015~~24, 2017

This proxy is solicited by the Board of Directors

The undersigned hereby appoints ~~DANIEL P. KEARNEY,~~ JEFFERY W. YABUKI and LYNN S. MCCREARY as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote as set forth herein, all the shares of common stock of Fiserv, Inc. held of record by the undersigned on March ~~23, 2015~~27, 2017 at the Annual Meeting of Shareholders to be held on May ~~20, 2015~~24, 2017 and at any adjournment or postponement thereof, with like effect as if the undersigned were personally present and voting upon the following matters.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.If no directionis made, this proxy will be voted ~~(1) FOR~~“FOR” the election of all listed director nominees, ~~(2) FOR~~“FOR” proposals 2 and 4, “1 YEAR”for proposal 3, and “AGAINST” proposal 5 if properly presented.If other matters properly come before the ~~approval of~~meeting or any adjournment or postponement thereof, the ~~compensation of the~~above named executive officers of Fiserv, Inc., (3) FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2015 and (4) AGAINST the shareholder proposal relating to executive retention of stock.proxies will vote on such matters in their discretion.

This proxy covers all the shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the 401(k) Savings Plan of Fiserv, Inc. and its Participating Subsidiaries (the ~~"Plan"~~“Plan”). This proxy, when properly executed, will be voted as directed. If voting instructions are not received by the proxy tabulator by 11:59 pm ET on May ~~17, 2015,~~21, 2017, the ~~Plan's~~Plan’s Trustee will be deemed to have been instructed to vote ~~your~~the shares held in the Plan in the same proportion as the shares for which the Trustee has received timely voting instructions from others.

Continued and tomust be signed and dated on reverse side

V.1.1


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards($)⁽²⁾	Option Awards($)⁽²⁾	Total ($)
Alison Davis⁽³⁾	18,000	35,885	35,890	89,775
Christopher M. Flink⁽⁴⁾	79,000	70,011	70,016	219,027
Daniel P. Kearney⁽⁵⁾	95,500	70,011	70,016	235,527
Dennis F. Lynch⁽⁶⁾	70,000	70,011	70,016	210,027
Denis J. O’Leary⁽⁷⁾	82,000	70,011	70,016	222,027
Glenn M. Renwick⁽⁸⁾	77,500	70,011	70,016	217,527
Kim M. Robak⁽⁹⁾	77,500	70,011	70,016	217,527
Doyle R. Simons⁽¹⁰⁾	70,000	70,011	70,016	210,027
Thomas C. Wertheimer⁽¹¹⁾	79,500	70,011	70,016	219,527
Donald F. Dillon⁽¹²⁾	50,000	—	—	50,000

¨
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


		(1)		Title of each class of securities to which transaction applies:

¨
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


~~Compensation Practices~~ What We Do

ü		Our compensation committee ~~strives~~seeks to ~~provide total~~structure compensation ~~at a level comparable~~that incentivizes our leaders to strive for market-leading performance, which we expect will transfer into long-term value for our shareholders, and is balanced by the ~~50th percentile~~risk of lower performance-based compensation when we do not meet our peers with an opportunity for 75th percentile compensation for superior performance. In 2014, the total compensation of our chief executive officer was between the 50th and 60th percentile of our peers, and the total compensation of our other named executive officers was up to the 60th percentile of our peers. performance objectives.

ü		We provide cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial, operating and ~~operating~~strategic performance by delivering incremental value to executive officers to the extent our stock price increases over time.

		In 2016, we began granting performance share units to certain executive officers. The number of shares issued at vesting is determined by the achievement ofüpre-determined performance goals over a three-year period.

		We have a stock ownership policy that requires our executive officers to acquire and maintain a significant amount of Fiserv equity ~~and in 2015, we amended the terms of the equity awards granted~~ to ~~our executive officers to enable them to retain~~further align their ~~awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term~~ interests with those of our ~~shareholders as they approach possible retirement.~~ long-term shareholders.

ü		We have a policy that prohibits our executive officers from hedging or pledging Fiserv stock.

ü		We have a compensation recoupment, or “clawback,” policy.


What We Don’t Do

X		In ~~2014,~~2016, we amended the employment agreements with our ~~compensation committee adopted~~chief executive officer to eliminate the excise taxgross-up provisions in those agreements. We do not have excise taxgross-up arrangements with any of our other executive officers, and we have a policy not to enter into ~~new excise tax gross-up~~such arrangements ~~with executive officers.~~ in the future.

X		We don’t provide separate pension programs or a supplemental executive retirement plan ~~or other post-retirement payments~~ to our named executive officers.

X		We generally don’t provide personal-benefit perquisites to our named executive officers.


Name and Address of Beneficial Owner⁽¹⁾	Number of Shares of Common Stock Beneficially Owned ⁽²⁾	Percent of Class ⁽³⁾
T. Rowe Price Associates, Inc.⁽⁴⁾
100 E. Pratt Street
Baltimore, Maryland 21202	33,406,191	14.0%
The Vanguard Group, Inc.⁽⁵⁾
100 Vanguard Blvd.
Malvern, Pennsylvania 19355	19,051,250	8.0%
BlackRock, Inc.⁽⁶⁾
55 East 52nd Street
New York, New York 10022	13,723,116	5.8%
Jeffery W. Yabuki	2,724,364	1.1%
Thomas J. Hirsch	509,708	*
Mark A. Ernst	318,778	*
Rahul Gupta	226,008	*
Byron C. Vielehr	—	*
Alison Davis	—	*
Christopher M. Flink	9,686	*
Daniel P. Kearney	81,674	*
Dennis F. Lynch	12,446	*
Denis J. O’Leary	71,739	*
Glenn M. Renwick	131,483	*
Kim M. Robak	72,460	*
Doyle R. Simons	70,873	*
Thomas C. Wertheimer	52,241	*
All directors and executive officers as a group (18 people)	4,490,418	1.9%


The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. In this regard, the nominating and corporate governance committee regularly assesses the appropriate size of the board of directors and whether any vacancies on the board of directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the committee utilizes a variety of methods to identify and evaluate director candidates. Candidates may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. The committee evaluates prospective nominees in the context of the then current constitution of the board of directors and considers all factors it believes appropriate, which include those set forth in our governance guidelines. Our governance guidelines provide that the members of our board of directors should have diverse backgrounds with outstanding business experience, proven ability and significant accomplishments through other enterprises to enable the board of directors to represent a broad set of capabilities and viewpoints. Other than as set forth in our governance guidelines, the committee does not have a formal policy with respect to diversity. The board of directors and the nominating and corporate governance committee believe the following minimum qualifications must be met by a director nominee to be recommended by the committee: ~~• Each director must display the highest personal and professional ethics, integrity and values.~~ ~~• Each director must have the ability to exercise sound business judgment.~~ ~~• Each director must be highly accomplished in his or her respective field, with strong credentials and broad experience.~~ ~~• Each director must have relevant expertise and experience and be able to offer advice and guidance to our chief executive officer based on that expertise and experience.~~


written consent to be named in our proxy statement and to serve as a director if elected; describe all arrangements or understandings between the nominating shareholder and each nominee, including any understanding with any person as to how such nominee, if elected, will act or vote on any issue or question and all direct and indirect compensation and any other material monetary arrangements during the past three years between the nominating shareholder and its affiliates and each nominee and his or her affiliates; describe information about the nominating shareholder and each nominee; and contain such other information regarding each nominee proposed by such shareholder and any such beneficial owner as would be required to be disclosed in solicitations of proxies for a contested election of directors, or would be otherwise required to be disclosed, in each case pursuant to Section 14 of the Exchange Act. To be timely, the notice must be received by the applicable deadline set forth in our by-laws. The detailed requirements for nominations are set forth in our by-laws, which were attached as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2012. A copy of our by-laws will be provided upon written request to our corporate Secretary. Additional requirements regarding shareholder proposals, including director nominations, are described below under the heading “Other Matters – Shareholder Proposals for the 2016


Element of Compensation	2016


Board Retainer	$	78,000


Chairman’s Retainer⁽¹⁾		145,000


Committee Retainer

Audit		15,000

Compensation		15,000

Nominating and Corporate Governance		15,000


Committee Chair Retainer⁽¹⁾

Audit		10,000

Compensation		10,000

Nominating and Corporate Governance		10,000


Equity Awards ($)⁽²⁾

Stock Options		86,000

Restricted Stock Units		86,000

x
☒		Definitive Proxy Statement

¨
☐		Soliciting Material Pursuant to §240.14a-12


		(1)		Amount ~~Previously Paid:~~


~~2014 Compensation Matters~~ We did not increase the base salary of our chief executive officer in 2014. We paid him a cash incentive award equal to 129% of his target award because we exceeded his target adjusted earnings per share and adjusted internal revenue growth performance goals. In 2014, the value of equity compensation we granted to our chief executive officer as a percentage of his total compensation remained comparable with 2013 and was more than two times the cash compensation paid to him. We paid cash incentive awards to other named executive officers above target levels because, among other things, we exceeded their target adjusted earnings per share, adjusted internal revenue growth and consolidated net operating profit performance goals, as applicable. The other named executive officers received annual equity incentive awards in 2014 generally at or above target levels reflecting performance at or above target. Mr. Vielehr received an equity award upon joining Fiserv at the end of 2013 and therefore did not receive an annual equity incentive award in 2014. As a group, 80% of the compensation that we paid to our named executive officers was in the form of incentive awards, more than half of which was in the form of equity. In addition, more than three-quarters of the aggregate equity awards granted to our named executive officers were in the form of stock options, which are inherently performance-based and have value only to the extent that the price of our stock increases. ~~Recent Developments~~ In 2014, our board of directors adopted a policy that prohibits our directors and executive officers from hedging or pledging our stock, and our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers. In 2015, our executive officers executed amendments to their outstanding equity award agreements to revise the criteria for retirement and post-retirement treatment of such awards. Following a qualified retirement and subject to compliance with
	ongoing obligations, all unvested equity awards held by an executive officer will continue to vest on their original vesting schedule as if the executive officer had not ceased to be an employee, and vested stock options will remain exercisable until the earlier of five years following retirement or the original expiration date of the stock option. Prior to the modifications, all unvested options and a pro rata portion of restricted stock units granted to our executive officers would vest immediately upon retirement. The modifications apply to both previously granted awards and awards to be granted in the future. The compensation committee approved these changes to enable our executive officers to better align their long-term interests with those of our shareholders and to retain the potential value of their awards as they approach possible retirement. ~~Determining and Structuring Compensation~~ ~~Compensation Philosophy and Objectives~~ Our executive officers are critical to our long-term success; therefore, we need to be competitive with companies that require talent aligned to our product, technology and service roadmaps. We seek to pay our executive officers at levels that are competitive with other employers, both within and outside of our industry, to secure the best talent possible for all our stakeholders. Consistent with Fiserv’s “pay for performance” philosophy, the compensation committee strives to set executive officer compensation at a level that is comparable to the 50th percentile of our peers with an opportunity for 75th percentile compensation for superior performance. We also seek to structure our compensation plans in a manner that is understandable to our shareholders and that is consistent with good corporate governance practices. The goal of our executive compensation program is the same as our goal for operating our company: to create long-term value for our shareholders and clients. To this end, we design our compensation program to reward our executive officers for sustained financial and operating performance, to align their interests with those of our shareholders and to encourage them to remain with the company for long and productive careers.


~~Determining Compensation~~ ~~The Compensation Committee’s Role~~ ~~The compensation committee of the board of directors is responsible for:~~ — ~~approving executive officer compensation~~ — ~~approving compensation programs and plans in which our executive officers participate~~ — ~~reviewing compensation-related risk~~ — ~~administering our equity incentive plans including compliance with executive stock ownership requirements~~ — ~~approving severance or similar termination payments to executive officers~~ — ~~overseeing regulatory compliance with respect to compensation matters~~ With respect to executive officers, at the beginning of each year, the compensation committee sets base salaries, approves cash incentive awards for the prior year’s performance, approves equity incentive awards, and establishes the objective performance targets to be achieved for the upcoming year. ~~Management’s Role~~ Our chief executive officer makes recommendations to our compensation committee concerning the compensation of our other named executive officers. Our chief executive officer’s recommendations relate only to the compensation of our other named executive officers, although performance measures included in his recommendations may apply generally to all of our named executive officers. For example, when formulating recommendations to the compensation committee regarding the compensation of a group president, our chief executive officer considers, among other factors, the group’s revenue growth, net operating profit, strategic progress, talent development and market data. Our chief executive officer annually completes a self-appraisal of his performance. For 2014, his self-appraisal focused on strategic impact, growth, talent development, risk management and financial results. The appraisal, and the recommendations of the nominating and corporate governance committee, which administers the annual evaluation of the chief executive officer by the board, is considered by the committee in its annual review of our chief executive
	officer’s performance and compensation. Our chief executive officer does not attend the portion of any compensation committee meeting during which the committee deliberates on matters related specifically to his compensation.


Name and Principal Position	Year	Salary		Bonus		Stock Awards⁽¹⁾		Option Awards⁽¹⁾		Non-Equity Incentive Plan Compensation⁽²⁾		All Other Compensation⁽³⁾		Total


Jeffery W.Yabuki	2014		$840,000		—		$1,078,613		$4,722,371		$1,622,880		$12,053		$8,275,917

President and Chief	2013		840,000		—		916,074		4,400,022		1,359,036		11,965		7,527,097

Executive Officer	2012		840,000		—		2,458,003		2,600,546		1,154,160		12,155		7,064,864

Thomas J. Hirsch	2014		500,000		—		650,028		650,004		644,000		12,427		2,456,459

Chief Financial Officer,	2013		475,000		—		650,039		650,008		461,102		12,109		2,248,258

Treasurer and Assistant	2012		475,000		—		600,027		600,124		391,590		11,867		2,078,608
Secretary

Mark A. Ernst	2014		575,000		—		—		1,400,005		886,291		11,923		2,873,219

Chief Operating Officer	2013		575,000		—		350,033		1,050,003		715,515		11,985		2,702,536

	2012		575,000		—		325,045		975,202		589,807		14,275		2,479,329

Rahul Gupta	2014		470,000		—		350,024		350,015		554,055		12,917		1,737,011

Group President,	2013		420,000		—		1,150,075		350,018		441,902		12,644		2,374,639

Billing and Payments	2012		420,000		—		275,048		275,064		368,076		12,834		1,351,022
Group

Byron C. Vielehr⁽⁴⁾	2014		470,000		$200,000		—		—		645,900		313,257		1,629,157

Group President,	2013		39,167		—		2,000,290		2,000,186		—		13,245		4,052,888
Depository Institution
Services Group


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards; Number of Shares of		All Other Option Awards; Number of Securities		Exercise or Base Price of Option		Grant Date Fair Value of Stock and
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Stock or Units (#)⁽¹⁾		Underlying Options (#)⁽¹⁾		Awards ($/Sh)		Option Awards($)⁽²⁾
J. Yabuki			630,000		1,260,000		2,520,000

	02/19/2014								18,933						1,078,613

	02/19/2014										251,570		56.97		4,722,371

T. Hirsch			250,000		500,000		1,000,000

	02/19/2014								11,410						650,028

	02/19/2014										34,627		56.97		650,004

M. Ernst			362,250		718,750		1,437,500

	02/19/2014										74,581		56.97		1,400,005

R. Gupta			258,500		517,000		1,034,000

	02/19/2014								6,144						350,024

	02/19/2014										18,646		56.97		350,015

B. Vielehr⁽³⁾			258,500		517,000		1,034,000


	Option Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares		Value Realized
Name	Acquired on Exercise (#)		on Exercise ($)⁽¹⁾		Acquired on Vesting (#)		on Vesting ($)⁽²⁾
J. Yabuki		—		—		43,996		2,525,894

T. Hirsch		27,500		1,092,175		12,662⁽³⁾		727,083

M. Ernst		—		—		3,320		190,468

R. Gupta		—		—		11,508		700,625

B. Vielehr		-—		—		—		—


	Number of Option Shares		Number of Restricted Units
Name	Vested on Accelerated Basis (#)		Vested on Accelerated Basis (#)		Value Realized

J. Yabuki		565,504		101,041		$20,925,789

T. Hirsch		87,685		42,820		$ 5,291,493

M. Ernst		192,899		15,316		$ 6,330,377

R. Gupta		45,730		47,156		$ 4,502,629

B. Vielehr		116,892		36,402		$ 4,456,060


			Resignation For Good		Resignation For Good Reason
			Reason or Termination		or Termination Without
	Death or Disability		Without Cause		Cause Following Change in
Benefits and Payments	(Employment Agreement)		(Employment Agreement)		Control (KEESA)

Compensation:

Base Salary		—		$ 3,780,000		$ 1,680,000

Cash Incentive Award		—		—		2,718,072

Prorated Bonus		$ 1,260,000		1,260,000		1,260,000

Stock Options:

Unvested and Accelerated		13,754,909		13,754,909		13,754,909

Restricted Stock Units:

Unvested and Accelerated		7,170,880		7,170,880		7,170,880

Benefits:

COBRA Reimbursement		—		11,396		—

Post-Employment Benefits		—		—		96,925

Outplacement Services		—		—		84,000

Advisor Fees		—		—		15,000

Total		$22,185,789		$25,977,185		$26,779,786

Mr. Hirsch

					Resignation For Good Reason
	Death or Disability Prior		Death or Disability		or Termination Without
	to Change in Control		Following Change in Control		Cause Following Change in
Benefits and Payments	(Equity Award Agreements)		(KEESA)		Control (KEESA)

Compensation:

Base Salary		—		—		$1,000,000

Cash Incentive Award		—		—		922,204

Prorated Bonus		—		$ 500,000		500,000

Stock Options:

Unvested and Accelerated		$2,252,558		2,252,558		2,252,558

Restricted Stock Units:

Unvested and Accelerated		557,398		3,038,935		3,038,935

Benefits:

Post-Employment Benefits		—		—		117,199

Outplacement Services		—		—		50,000

Advisor Fees		—		—		15,000

Total		$2,809,956		$5,791,493		$7,895,896


Benefits and Payments	Death or Disability Prior to Change in Control (Equity Award Agreements)		Termination Without Cause (Employment Agreement)		Death or Disability Following Change in Control (KEESA)		Resignation For Good Reason or Termination Without Cause Following Change in Control (KEESA)

Compensation:

Base Salary		—		$ 470,000		—		$ 940,000

Cash Incentive Award		—		—		—		564,000

Prorated Bonus		—		—		$ 517,000		517,000

Stock Options:

Unvested and Accelerated	$	1,872,610		936,305		1,872,610		1,872,610

Restricted Stock Units:

Unvested and Accelerated		645,862		1,291,725		2,583,450		2,583,450

Benefits:

Post-Employment Benefits		—		—		—		125,852

Outplacement Services		—		—		—		47,000

Advisor Fees		—		—		—		15,000

Total		$2,518,472		$2,698,030		$4,973,060		$6,664,912


	2013		2014

Audit Fees	$	2,830,000	$	2,491,000

Audit-Related Fees		3,439,000		3,352,000

Tax Fees		669,000		634,000

All Other Fees		312,000		75,000



Total	$	7,250,000	$	6,552,000


	2013		2014


GAAP earnings per share from continuing operations		$2.44		$2.99
Adjustments – net of income taxes:
Merger and integration costs¹		0.20		0.03

Severance costs		0.03		0.05

Amortization of acquisition-related intangible assets		0.51		0.52

StoneRiver transactions²		(0.20)		(0.20)

Tax benefit³		—		(0.03)

Adjusted earnings per share from continuing operations		$2.99		$3.37

In the past five years, in addition to Fiserv, Mr. Kearney has served as a director at the following publicly traded companies: non-executive Chairman of MBIA, Inc. (current), a financial guarantor, and MGIC Investment Corporation (former), a mortgage insurance company.
~~The board concluded that Mr. Kearney should be a director of the company because of his over 40 years of experience in the banking, insurance and legal industries.~~

Dennis F. Lynch, 6668

• Director since 2012

• Compensation Committee and
   Nominating and Corporate
   Governance Committee
member

• Principal occupation:
   Chairman, Cardtronics ~~Inc.~~plc

• Experience in the payments industry ~~for over 30 years~~

Mr. Lynch is Chairman of Cardtronics ~~Inc.,~~plc, a publicly traded company and the largest owner and operator of retail ATMs worldwide. He was appointed Chairman in 2010 and has served as a director of Cardtronics since 2008. Mr. Lynch iswas also the founding Chairman and, from 2009 to 2015, a board member ~~and former Chairman,~~ of the Secure Remote Payments Council, a cross-industry organization dedicated to accelerating the growth, development and market adoption of more secure e-commerce and mobile payments. He previously served as: Chairman and Chief Executive Officer of RightPath Payments, Inc. from 2005 to 2008; a director of Open Solutions, Inc. from 2005 to 2007; President and Chief Executive Officer of NYCE Corporation from 1996 to 2004; and Chairman of Yankee 24 ATM Network from 1988 to 1990.

In the past five years, in addition to Fiserv, Mr. Lynch has served as a director of Cardtronics ~~Inc.~~plc (current).

The board concluded that Mr. Lynch should be a director of the company because he has over 30 years of experience in the payments industry and is a leader in the introduction and growth of payment solutions.