NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Alfred Mockett as an Independent
Non-Executive Director
On May 29, 2017, the board of directors (the Board) of Net 1 UEPS
Technologies, Inc. (the Company), upon the recommendation of the
Boards audit committee, increased the size of the Board from five
to six members and appointed Alfred Mockett to the Board,
effective June 1, 2017, for a term that will expire at the
Companys next annual meeting of shareholders. Mr. Mockett was
also appointed to the nominating and corporate governance, audit
and remuneration committees.
The Board determined that Mr. Mockett is independent under the
rules of The Nasdaq Stock Market as well as the applicable rules
and regulations adopted by the U.S. Securities and Exchange
Commission (the SEC).
Mr. Mocketts career spans more than 30 years of guiding publicly
and privately held corporations worldwide. He has served as chief
executive officer of Dex One Corporation, a NASDAQ-listed
provider of online, mobile and print marketing solutions,
chairman and chief executive officer of Motive Inc, a
NASDAQ-listed provider of broadband and mobile service management
software, chairman and chief executive officer of American
Management Systems, a billion dollar NYSE-listed consulting firm
to the global financial services and communications industries,
and chief executive officer of British Telecommunications
divisions and subsidiaries: BT Ignite, BT Worldwide, BT Global
Communications, and BT Special Businesses.
Mr. Mockett currently serves as non-executive chairman of Hibu
Group Limited and non-executive director of Corporate Risk
Holdings LLC.
As previously disclosed, to the policy agreement, dated April 11,
2016 (the Policy Agreement), by and among International Finance
Corporation, IFC African, Latin American and Caribbean Fund, LP,
IFC Financial Institutions Growth Fund, LP, and Africa
Capitalization Fund, Ltd. (collectively, the IFC) and the
Company, the IFC has the right to nominate one director to the
Companys board of directors so long as the IFC in aggregate
beneficially own shares representing at least 5% of the Companys
common stock. The IFC has advised the Company that it regards Mr.
Mockett as the independent director nominated by the IFC under
the terms of the Policy Agreement.
Mr. Mockett will receive compensation for his Board and committee
service in accordance with the Companys standard compensation
arrangements for non-employee directors, which are described in
the Companys definitive proxy statement on Schedule 14A filed
with the SEC on September 30, 2016.
In connection with Mr. Mocketts appointment to the Board, the
Company entered into (i) an independent director agreement, dated
as of June 1, 2017 (the Independent Director Agreement),
providing for, among other things, the terms of Mr. Mocketts
service, compensation and liability, and (ii) an indemnification
agreement, dated as of June 1, 2017 (the Indemnification
Agreement), providing Mr. Mockett with customary indemnification.
The foregoing descriptions of the Independent Director Agreement
and Indemnification Agreement are qualified in their entirety by
reference to the text of such agreements, which are filed as
Exhibits 10.62 and 10.63 to this Current Report on Form 8-K and
incorporated herein by reference.
Mr. Mockett has no reportable transactions under Item 404(a) of
Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 31, 2017, the Company issued a press release announcing
the appointment of Mr. Mockett as described in Item 5.02 above. A
copy of the Companys press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) |
Exhibits |
| Exhibit | |
| No. | Description |
| 10.62 |
Independent Director Agreement, dated as of June 1, 2017, by and between the Company and Alfred Mockett |
| 10.63 |
Indemnification Agreement, dated as of June 1, 2017, by and between the Company and Alfred Mockett |
| 99.1 | Press Release, dated May 31, 2017, issued by the Company |
The information furnished herewith to Item 7.01 of this current
report shall not be deemed to be filed for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement or other document filed by the Company
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
About NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS)
Net 1 UEPS Technologies, Inc. is a provider of payment solutions, transaction processing services and financial technology across multiple industries. The Company develops and markets a transaction processing solution that encompasses its smart card-based alternative payment system for the unbanked and under-banked populations of developing economies and for mobile transaction channels. The Company operates through three segments: South African transaction processing, International transaction processing, and Financial inclusion and applied technologies. The Company also provides secure transaction technology solutions and services, by offering transaction processing, financial and clinical risk management solutions to various industries. It offers secure online transaction processing, cryptography, mobile telephony, integrated circuit card (chip/smart card) technologies, and the design and provision of financial and value-added services to its cardholder base. NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Recent Trading Information
NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) closed its last trading session down -0.13 at 9.28 with 91,320 shares trading hands.
