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): June 17, 2010 (June 15, 2010)
Cardtronics, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33864
|
|
76-0681190
|
(State or other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
3250 Briarpark, Suite 400, Houston, Texas
|
|
77042
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
|
|
(Former name or former address if changed since last report.)
|
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the 2010 Annual Meeting of Stockholders of Cardtronics, Inc. (the Company) held on June 15, 2010, the stockholders
approved the amendment and restatement of the Companys 2007 Stock Incentive Plan (the Amended and Restated 2007
Plan) to (i) increase the maximum number of shares of common stock that may be granted as equity incentive awards
under the Amended and Restated 2007 Plan by 2,000,000 shares, from 3,179,393 to 5,179,393, (ii) adjust the existing
provisions regarding performance-based awards granted and conform a number of administration provisions of the Amended
and Restated 2007 Plan necessary to effectuate the modified performance-based awards, (iii) modify the annual award
limitations for any individual participant of the Amended and Restated 2007 Plan as well as the performance criteria
that may be utilized to structure performance-based awards, (iv) increase the term of the Amended and Restated 2007
Plan from a ten-year period beginning on the original adoption date (which was August 22, 2007) to a ten-year period
beginning on the adoption of the Amendment to the Amended and Restated 2007 Plan, and (v) add two types of awards
eligible for grant under the Amended and Restated 2007 Plan: a restricted stock unit award and an annual incentive
award.
The Companys Amended and Restated 2007 Plan is included in the Companys 2010 proxy statement (the 2010 Proxy
Statement) filed with the Securities and Exchange Commission on April 30, 2010. Accordingly, this description of the
Amended and Restated 2007 Plan is qualified in its entirety by reference to the Amended and Restated 2007 Plan, a copy
of which is included as Appendix B to the 2010 Proxy Statement and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
In conjunction with the Companys Annual Meeting of Stockholders held on June 15, 2010, three proposals were presented
for a stockholder vote. Set forth below are the voting results for each of the proposals.
Proposal No. 1:
Re-election of three Class III directors to the Companys Board of Directors for a three-year term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
For
|
|
Against/Withheld
|
|
Broker Non-Votes
|
Fred R. Lummis
|
|
|
29,967,715
|
|
|
|
7,422,242
|
|
|
|
1,853,591
|
|
Steven A. Rathgaber
|
|
|
36,374,663
|
|
|
|
1,015,294
|
|
|
|
1,853,591
|
|
Michael A. R. Wilson
|
|
|
31,132,241
|
|
|
|
6,257,716
|
|
|
|
1,853,591
|
|
The Companys other continuing directors are J. Tim Arnoult, Robert P. Barone, Jorge M. Diaz, Dennis F. Lynch, and G.
Patrick Phillips.
Proposal No. 2:
Approval of the amendment and restatement of the 2007 Plan to increase the maximum number of shares of
common stock that may be granted as equity incentive awards under the 2007 Plan by 2,000,000 shares, among other
amendments to the term of the 2007 Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
34,249,090
|
|
|
2,785,864
|
|
|
|
355,003
|
|
|
|
1,853,591
|
|
Proposal No. 3:
Ratification of the Audit Committees selection of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
38,674,925
|
|
|
547,865
|
|
|
|
20,758
|
|
|
|
2