Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS - BLACKHAWK NETWORK HOLDINGS, INC | ex32amendedandrestatedbyla.htm |
| EX-3.1 - EXHIBIT 3.1 THIRD AMENDED AND RESTATED ARTICLES - BLACKHAWK NETWORK HOLDINGS, INC | ex31thirdamendedandrestate.htm |
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 9, 2017
BLACKHAWK NETWORK HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
001-35882 (Commission File Number) | ||
Delaware (State or other jurisdiction of incorporation) | 43-2099257 (IRS Employer Identification No.) | |
6220 Stoneridge Mall Road
Pleasanton, CA 94588
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, Including Area Code): (925) 226-9990
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||||
Emerging growth company o | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | ||||
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the annual meeting of stockholders of Blackhawk Network Holdings, Inc. (the “Company”) held on June 10, 2016, the stockholders approved amendments to the Company’s Certificate of Incorporation (“Charter”) to declassify the Company’s Board of Directors (“Board”) effective at the Company’s 2017 annual meeting of stockholders. The Charter, as amended, became effective on June 9, 2017. To effect the declassification, all directors on the Company’s Board resigned effective June 9, 2017 and stood for annual election at the annual meeting of stockholders of the Company held on the same date. In addition, the Board previously approved conforming amendments to the Company’s Amended and Restated Bylaws that primarily reflected the Board declassification, which took effect concurrently with the effectiveness of the Charter amendments.
The foregoing summaries of the Charter and Amended and Restated Bylaws are qualified in their entirety by reference to the full text of the Charter and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of the Company held on June 9, 2017, stockholders voted on the following five proposals, as described in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2017 (the “2017 Proxy Statement”):
Proposal 1: Election of Directors
Each of the following nominees was elected with the following votes:
Name | For | Withheld | Broker Non-Votes |
Anil Aggarwal | 48,890,519 | 379,723 | 3,825,628 |
Richard H. Bard | 48,468,365 | 801,877 | 3,825,628 |
Thomas Barnds | 48,890,116 | 380,126 | 3,825,628 |
Steven A. Burd | 48,480,076 | 790,166 | 3,825,628 |
Robert L. Edwards | 35,878,873 | 13,391,369 | 3,825,628 |
Jeffrey H. Fox | 48,907,190 | 363,052 | 3,825,628 |
Mohan Gyani | 48,281,869 | 988,373 | 3,825,628 |
Paul Hazen | 48,699,313 | 570,929 | 3,825,628 |
Robert B. Henske | 48,907,470 | 362,772 | 3,825,628 |
Talbott Roche | 48,885,324 | 384,918 | 3,825,628 |
Arun Sarin | 48,235,152 | 1,035,090 | 3,825,628 |
William Y. Tauscher | 48,777,126 | 493,116 | 3,825,628 |
Jane J. Thompson | 48,200,383 | 1,069,859 | 3,825,628 |
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2017 fiscal year ending December 30, 2017
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year ending December 30, 2017 with the following votes:
For | Against | Abstentions |
52,511,009 | 348,183 | 236,678 |
Proposal 3: Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers
The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis. The voting results were as follows:
For | Against | Abstentions | Broker Non-Votes |
47,247,947 | 1,776,548 | 245,747 | 3,825,628 |
Proposal 4: Non-binding, advisory vote on the frequency of future say-on-pay votes
Stockholders recommended, on a non-binding, advisory basis, to hold an advisory vote on the compensation of the Company's named executive officers on an annual basis. The voting results were as follows:
1-Year | 2-Year | 3-Year | Abstentions | Broker Non-Votes |
45,235,794 | 67,175 | 3,726,093 | 241,180 | 3,825,628 |
Based on these results and consistent with the Board’s recommendation to stockholders in the 2017 Proxy Statement, the Company plans to include a stockholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal 5: Approval of the amendment to the Company’s 2013 Equity Incentive Award Plan, or the 2013 Plan
Stockholders approved the amendment to the Company’s 2013 Plan. The voting results were as follows:
For | Against | Abstentions | Broker Non-Votes |
31,288,333 | 17,733,985 | 247,924 | 3,825,628 |
Item 9.01 | Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description of Exhibit |
3.1 | Third Amended and Restated Certificate of Incorporation of Blackhawk Network Holdings, Inc. |
3.2 | Amended and Restated Bylaws of Blackhawk Network Holdings, Inc. |
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.
Date: June 9, 2017 | BLACKHAWK NETWORK HOLDINGS, INC. | ||||
By: | /s/ Kirsten Richesson | ||||
Name: | Kirsten Richesson | ||||
Title: | General Counsel and Secretary | ||||