Proxy Statement Summary

Proxy and Voting Information

Security Ownership of Certain Beneficial Owners and Management

Proposal 1. Election of Directors

Our Board of Directors

Majority Voting

Nominees for Election

Corporate Governance

Director Compensation

Proposal 2. Advisory Vote to Approve Executive Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards in 2016

Outstanding Equity Awards at December 31, 2016

Option Exercises and Stock Vested During 2016

Non-Qualified Deferred Compensation in 2016

Potential Payments Upon Termination or Change in Control

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

Independent Registered Public Accounting Firm and Fees

Audit Committee Pre-Approval Policy

Audit Committee Report

Proposal 5. Shareholder Proposal

Fiserv’s Statement in Opposition

Other Matters

Shareholder Proposals for the 2018 Annual Meeting

Proxy Statement and Annual Report Delivery

Appendix A – Non-GAAP Financial Measures

Fiserv

255 Fiserv Drive

Brookfield, Wisconsin 53045

Agenda Item

Board Vote
Recommendation

Page Reference

for More Detail

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

2.

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

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 Access By-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 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 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

Name

Principal Occupation

Alison Davis

John Y. Kim

President, New York Life Insurance Company

Dennis F. Lynch

Nominating
and Corp.
Governance

Denis J. O’Leary

Nominating
and Corp.
Governance

Glenn M. Renwick +

Executive Chairman, The Progressive Corporation

Kim M. Robak +

Nominating
and Corp.
Governance

JD Sherman

President and Chief Operating Officer, HubSpot, Inc.

Doyle R. Simons

President and Chief Executive Officer, Weyerhaeuser Company

Jeffery W. Yabuki

President and Chief Executive Officer, Fiserv, Inc.

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 via 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 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

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 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 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 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 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

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: “FOR” each of the board’s nominees for director; “FOR” proposals two and four; “1 YEAR” for proposal 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.

Proposal

Voting Standard

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.

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

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

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017

To vote on a shareholder proposal seeking an amendment to our proxy access by-law, if properly presented at the annual meeting

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

The Vanguard Group, Inc.⁽⁵⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

BlackRock, Inc.⁽⁶⁾

55 East 52nd Street

New York, New York 10055

Jeffery W. Yabuki

Robert W. Hau

Thomas J. Hirsch⁽⁷⁾

Mark A. Ernst

Devin B. McGranahan

Byron C. Vielehr

Alison Davis

Daniel P. Kearney

John Y. Kim

Dennis F. Lynch

Denis J. O’Leary

Glenn M. Renwick

Kim M. Robak

JD Sherman

Doyle R. Simons

Thomas C. Wertheimer

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

(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.

       Includes stock options, which, as of March 14, 2017, were exercisable currently or within 60 days: Mr. Yabuki – 2,255,734; Mr. Hirsch – 29,606; Mr. Ernst – 411,246; Mr. Vielehr – 118,405;

Alison Davis, 55

•  Director since 2014

•  Audit Committee member

•  Principal occupation:

   Advisor, Fifth Era

•  Experience in global financial

   services, corporate strategy and

   financial management

Ms. Davis is an advisor to Fifth Era, a firm that invests in and incubates early stage technology companies, and previously served as its Managing Partner from 2011 to 2015. Prior to Fifth Era, she was the 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 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 (current), a British bank holding company, Unisys Corporation (current), a global information technology company, Ooma, Inc. (current), a consumer telecommunications company, Diamond Foods, Inc. (former), a packaged food company, and Xoom Corporation (former), a digital money transfer provider.

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.

John Y. Kim, 56

•  Director since 2016

•  Audit Committee member

•  Principal occupation:

   President, New York Life Insurance

   Company

•  Experience 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. Kim also currently serves as a director of New York Life Insurance and Annuity Corporation, a 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. Kim should be a director of the company because of his extensive experience in the financial services industry.

Dennis F. Lynch, 68

•  Director since 2012

•  Compensation Committee and

   Nominating and Corporate

   Governance Committee

   member

•  Principal occupation:

   Chairman, Cardtronics plc

•  Experience in the payments industry

Mr. Lynch is Chairman of Cardtronics 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 was also the founding Chairman and, from 2009 to 2015, a board member 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 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.

Denis J. O’Leary, 60

•  Director since 2008

•  Audit Committee and

   Nominating and Corporate

   Governance Committee member

•  Principal occupation:

   Investor

•  Experience in the banking,

   technology and information services

   industries

Mr. O’Leary 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.

Mr. O’Leary 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 and experience in the banking, technology and information services industries.

Glenn M. Renwick, 61

•  Director since 2001

•  Compensation Committee chair

•  Principal occupation:

   Executive Chairman, The

   Progressive Corporation

•  Experience in business leadership

   and information technology

Mr. Renwick is Executive Chairman of The Progressive Corporation, a publicly traded property and casualty insurance 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 information technology experience.

Kim M. Robak, 61

•  Director since 2003

•  Nominating and Corporate

   Governance Committee chair

•  Principal occupation:

   Partner at Mueller Robak, LLC

•  Experience in 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 who brings a variety of experiences to the board through her work in law, government and technology.

JD Sherman, 51

•  Director since 2015

•  Audit Committee member

•  Principal occupation:

   President and Chief Operating

   Officer, HubSpot, Inc.

•  Experience in financial management

   and the information technology

   industry

Mr. Sherman has served as Chief Operating Officer of HubSpot, Inc., a publicly traded provider of marketing software, since 2012 and as its President since 2014. Prior to joining HubSpot, Mr. Sherman was Chief Financial Officer of Akamai Technologies, Inc., a provider of content delivery network services, from 2005 to 2012. From 1990 to 2005, Mr. Sherman served in various positions at International Business Machines Corporation, an information technology company.

In the past five years, in addition to Fiserv, Mr. Sherman has served as a director of Cypress Semiconductor Corporation (former), a publicly traded provider of programmable technology solutions. He also previously served as a director of 3Com Corporation, a former global enterprise networking solutions provider, and AMIS Holdings, Inc., a former designer and manufacturer of mixed-signal and digital products for the automotive, medical, industrial, military and aerospace sectors.

The board concluded that Mr. Sherman should be a director of the company because of his strong financial management experience in the information technology industry.

Doyle R. Simons, 53

•  Director since 2007

•  Compensation Committee

   member

•  Principal occupation:

   President and Chief Executive

   Officer, Weyerhaeuser Company

•  Experience in senior management,

   financial and legal matters

Mr. Simons is President and Chief Executive Officer of Weyerhaeuser Company, a publicly traded company focused on timberlands and forest products. Prior to joining Weyerhaeuser in 2013, Mr. Simons served in a variety of roles for Temple-Inland, Inc., a formerly publicly traded manufacturing company focused on corrugated packaging and building products which was acquired in 2012. From 2007 to early 2012, he served as the Chairman and Chief Executive Officer; from 2005 to 2007, he was Executive Vice President; from 2003 to 2005, he served as its Chief Administrative Officer; from 2000 to 2003, he was Vice President – Administration; and from 1994 to 2000, he served as Director of Investor Relations.

In the past five years, in addition to Fiserv, Mr. Simons has served as a director at the following publicly traded companies: Weyerhaeuser Company (current) and Temple-Inland, Inc. (former).

The board concluded that Mr. Simons should be a director of the company because he is an accomplished businessperson with diverse experiences in senior management, financial and legal matters.

Jeffery W. Yabuki, 57

•  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.

Name

Independent                    

Audit Committee          

Compensation
Committee                      

Nominating and
Corporate Governance
Committee

Daniel P. Kearney

Chairman of the Board

Alison Davis

John Y. Kim

Dennis F. Lynch

Denis J. O’Leary

Glenn M. Renwick

Kim M. Robak

JD Sherman

Doyle R. Simons

Thomas C. Wertheimer

Jeffery W. Yabuki

Director Independence

Our board of directors has determined that Alison Davis, 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). Prior to his resignation on June 21, 2016, our board of directors also determined that Christopher M. Flink was independent within the meaning of 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, 2016, our board of directors held 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 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.

Board Leadership

We separate the roles of chief executive officer and Chairman of the board to allow our leaders to focus on their respective responsibilities. Our chief executive officer is responsible for setting our strategic direction and providing day-to-day leadership. Our Chairman provides guidance to our chief executive officer, sets the agenda for board meetings and presides over meetings of the full board.

Our board recognizes the time, effort and energy that our chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman. Our board believes that having separate positions provides a clear delineation of responsibilities for each position and enhances the ability of each leader to discharge his duties effectively which, in turn, enhances our prospects for success.

Audit Committee

Mr. Wertheimer (Chair)

Ms. Davis

Mr. Kim (as of February 22, 2017)

Mr. O’Leary

Mr. Sherman

Number of Meetings held in 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 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)

Mr. Lynch

Mr. O’Leary

Number of Meetings held in 2016:

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.

shareholders, and be committed to enhancing long-term shareholder value.

Element of Compensation

2016

Board Retainer

Chairman’s Retainer⁽¹⁾

Committee Retainer

Audit

Compensation

Nominating and Corporate Governance

Committee Chair Retainer⁽¹⁾

Audit

Compensation

Nominating and Corporate Governance

Equity Awards ($)⁽²⁾

Stock Options

Restricted Stock Units

Name

Alison Davis⁽³⁾

Christopher M. Flink⁽⁴⁾

Daniel P. Kearney⁽⁵⁾

John Y. Kim⁽⁶⁾

Dennis F. Lynch⁽⁷⁾

Denis J. O’Leary⁽⁸⁾

Glenn M. Renwick⁽⁹⁾

Kim M. Robak⁽¹⁰⁾

JD Sherman⁽¹¹⁾

Doyle R. Simons⁽¹²⁾

Thomas C. Wertheimer⁽¹³⁾

(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.

•  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 are non-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 tax gross-up provisions in those agreements. We do not have excise tax gross-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 of pre-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

•  Almost two-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.

Named Executive Officer

Title

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 that enable best-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 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

2016 Business Highlights

We delivered solid results in 2016 highlighted by 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 $4.43. This represents a 39% and 14% increase in GAAP earnings per share and adjusted earnings per share, respectively, over 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 which we believe is essential to sustaining future growth. Executive officer compensation for 2016 was paid or awarded in the context of these results.

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