OUTR Outerwall Inc. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2014

 

 

OUTERWALL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-22555		94-3156448
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1800 – 114th Avenue SE

Bellevue, Washington 98004

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (425) 943-8000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2014, the Board of Directors of Outerwall Inc. (the “Company”) appointed Peter Osvaldik, currently the Company’s Interim Chief Accounting Officer, as Chief Accounting Officer of the Company, effective as of May 18, 2014.

Mr. Osvaldik, age 36, has served as our Interim Chief Accounting Officer since January 2014, after having served as Outerwall’s Corporate Controller from January 2013 to January 2014 and as Controller for the Coinstar^® line of business from November 2010 through January 2013. Prior to that, he worked at PricewaterhouseCoopers LLP (an accounting firm) from 2001 to 2010, including as a Senior Manager in Audit and Business Advisory Services from 2008 to 2010. Mr. Osvaldik is a certified public accountant in the state of Washington.

Mr. Osvaldik’s offer letter (the “Offer Letter”) includes the following material terms:

 

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annual base salary of $210,000;

 

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target bonus opportunity of 30% of base salary for 2014, based on achievement of performance goals;

 

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target long-term incentive compensation to be valued at $100,000 for 2015; and

 

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fringe benefits as provided by the Company from time to time.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as “will” and “expect,” and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The forward-looking statements in this Current Report on Form 8-K include statements regarding management transition matters and related compensation. Forward-looking statements are not guarantees of future actions, events or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or employees, including those beyond the Company’s control. For more information on factors that may affect future performance, results or actions, please review “Risk Factors” described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”), as well as other public filings with the SEC. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		Offer Letter between Outerwall Inc. and Peter Osvaldik

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				OUTERWALL INC.
Date: May 16, 2014				By:		/s/ Donald R. Rench
						Donald R. Rench
						Chief Legal Officer, General Counsel and Corporate Secretary

 

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Exhibit 10.1

 

May 12, 2014

Dear Peter,

Thank you for your contributions over the last 4 months in the capacity of Interim Chief Accounting Officer. Outerwall is pleased to offer you the ongoing position of Chief Accounting Officer with the company effective May 18, 2014. You will retain the title, authority and responsibilities of Chief Accounting Officer reporting directly to the Chief Financial Officer. This letter will serve to confirm our understanding of your acceptance of this position.

Salary

Effective May 18, 2014, your compensation will be based on an annualized salary of $210,000, less all required withholding for taxes and social security. You will be paid bi-weekly (26 times per year).

Incentive Plans:

You are eligible to continue to participate in Outerwall’s incentive plans. Effective May 18, 2014 your target bonus opportunity will be 30% of your base compensation. You will continue to participate in the bonus plan for shared service employees and/or similar plan in 2014.

Your 2015 Long-Term Incentive Plan (LTIP) will be targeted at $100,000. The final amount of the award will be determined in conjunction with our annual review process and may vary based on performance. This award is administered by the Outerwall Compensation Committee and will be subject to the terms of the Company’s 2011 Incentive Plan (“Equity Incentive Plan”) and the respective grant and award agreements. This equity award will be processed with the annual equity grants of other employees in February, 2015.

 

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Benefits

You will continue to be eligible for your current Outerwall benefits.

Peter, if you agree with and accept the terms of this assignment, please sign and return one copy of this letter to me by May 13, 2014. Congratulations, I look forward to working together.

 

Sincerely,		Accepted by:
/s/ Galen C. Smith		/s/ Peter Osvaldik		Date 5/13/14
Galen C. Smith		Peter Osvaldik
Chief Financial Officer