ALLIANCE DATA SYSTEMS CORPORATION (NYSE:ADS) 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.
Directors and the Board of Directors of Alliance Data Systems
Corporation (the “Company”) approved long-term equity incentive
compensation awards for the Company’s executives and senior
leaders, and such awards were granted on February 15, 2017. The
long-term equity incentive compensation awards, which include
both performance-based restricted stock units subject to three
separate performance metrics and time-based restricted stock
units, were granted to the Company’s 2015 Omnibus Incentive
Plan. Subject to the discretion of the Compensation Committee of
the Board of Directors of the Company, with respect to the
performance-based restricted stock unit awards subject to a 2017
income before income taxes determined in accordance with GAAP
(“EBT”) performance metric, from 0% to 150% payout may be
achieved on a fixed scale if EBT performance measures between
$1,002.6 million and $1,225.4 million (the “PBRSU1 Awards”).
Following any such adjustment, restrictions will lapse with
respect to 33% of the PBRSU1 Awards on February 15, 2018, with
respect to an additional 33% of the PBRSU1 Awards on February 15,
2019 and with respect to the final 34% of the PBRSU1 Awards on
February 18, 2020 (each such date a “PBRSU1 Vesting Date”)
provided that the participant is employed by the Company on each
such PBRSU1 Vesting Date. The same percentages and PBRSU1 Vesting
Dates apply to the time-based restricted stock unit awards
(“TBRSU Awards”).
Board of Directors of the Company, with respect to the
performance-based restricted stock unit awards subject to a
relative Total Shareholder Return (“rTSR”) performance metric,
from 0% to 175% payout may be achieved on a fixed scale if rTSR
measured against the companies within the SP 500 as of January 1,
2017, calculated based on the average trading price of the
Company and SP 500 companies over the 30 trading days prior to
January 1, 2017 and the 30 days preceding December 31, 2018,
meets or exceeds the 25th to the 100th percentile (the “PBRSU2
Awards”). Following any such adjustment, restrictions will lapse
with respect to 100% of the PBRSU2 Awards on February 15, 2019
(“PBRSU2 Vesting Date”) provided that the participant is
employed by the Company on such PBRSU2 Vesting Date.
Board of Directors of the Company, with respect to the
performance-based restricted stock unit awards subject to a core
earnings per share (“core EPS”) performance metric, from 0% to
150% payout may be achieved on a fixed scale if core EPS
performance measures between $16.89 and $18.00 (the “PBRSU3
Awards”). Following any such adjustment, restrictions will lapse
with respect to 50% of the PBRSU3 Awards on February 15, 2018 and
with respect to an additional 50% of the PBRSU3 Awards on
February 15, 2019 (each such date a “PBRSU3 Vesting Date”)
provided that the participant is employed by the Company on each
such PBRSU3 Vesting Date.
PBRSU3 Awards, which may be adjusted as described above, granted
to the Company’s chief executive officer, chief financial
officer and named executive officers are as follows:
|
Exhibit No.
|
Document Description
|
|
|
10.1
|
Form of Time-Based Restricted Stock Unit Award Agreement
under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan. |
|
|
10.2
|
Form of Performance-Based Restricted Stock Unit Award
Agreement under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (2017 grant EBT). |
|
|
10.3
|
Form of Performance-Based Restricted Stock Unit Award
Agreement under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (2017 grant rTSR). |
|
|
10.4
|
Form of Performance-Based Restricted Stock Unit Award
Agreement under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (2017 grant EPS). |
About ALLIANCE DATA SYSTEMS CORPORATION (NYSE:ADS)
Alliance Data Systems Corporation is a provider of data-driven marketing and loyalty solutions serving consumer-based businesses in a range of industries. The Company offers a portfolio of integrated outsourced marketing solutions, including customer loyalty programs, database marketing services, end-to-end marketing services, analytics and creative services, direct marketing services, and private label and co-brand retail credit card programs. The Company operates through three segments: LoyaltyOne, which provides coalition and short-term loyalty programs through the Company’s Canadian AIR MILES Reward Program and BrandLoyalty; Epsilon, which provides end-to-end, integrated marketing solutions, and Card Services, which provides risk management solutions, account origination, funding, transaction processing, customer care, collections and marketing services for the Company’s private label and co-brand retail credit card programs. ALLIANCE DATA SYSTEMS CORPORATION (NYSE:ADS) Recent Trading Information
ALLIANCE DATA SYSTEMS CORPORATION (NYSE:ADS) closed its last trading session up +3.63 at 235.04 with 714,115 shares trading hands.