This excerpt taken from the FISV DEF 14A filed Apr 11, 2007.
Current Policy on Majority Withheld Votes
The Fiserv, Inc. Principles of Corporate Governance currently provide that, in an uncontested election of directors, any nominee for director who receives a greater number of votes withheld from his or her election than votes for his or her election (a Majority Withheld Vote) will promptly tender his or her resignation. The nominating and corporate governance committee of the board of directors will then promptly consider the resignation submitted by a director receiving a Majority Withheld Vote, and the committee will recommend to the board whether to accept the tendered resignation or reject it, applying the factors set forth in the Principles of Corporate Governance.
The board of directors will act on the committees recommendation no later than 90 days following the date of the shareholders meeting where the election occurred. In considering the committees recommendation, the board will consider the factors considered by the committee and such additional information and factors the board believes to be relevant. Following the boards decision, we will promptly file a Form 8-K with the Securities and Exchange Commission that sets forth the boards decision whether to accept the resignation as tendered, including a full explanation of the process by which the decision was reached, and, if applicable, the reasons for rejecting the tendered resignation.
Any director who tenders a resignation pursuant to this provision will not participate in the committee recommendation or the board consideration regarding whether to accept the tendered resignation. The Principles of Corporate Governance also set forth a procedure for acting if a majority of the members of the committee received Majority Withheld Votes at the same election. The full text of the Principles of Corporate Governance can be found on the corporate governance page on our website at www.fiserv.com.
As further described below, if Proposal 2 is approved, in future elections our directors will be elected by a majority of votes cast.