BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

8 years ago

BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Companys Certificate of
Incorporation (Charter) to declassify the Companys Board of
Directors (Board) effective at the Companys 2017 annual meeting of
stockholders. The Charter, as amended, became effective on June 9,
2017. To effect the declassification, all directors on the Companys
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 Companys 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
Companys 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 Companys named executive officers

The compensation of the Companys 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 Boards
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 Companys 2013 Equity
Incentive Award Plan, or the 2013 Plan

Stockholders approved the amendment to the Companys 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.

About BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK)
Blackhawk Network Holdings, Inc. is a prepaid payment network. The Company offers a range of prepaid gift, telecom and debit cards, in physical and electronic forms, as well as related prepaid products and payment services. The Company’s segments are US Retail, International Retail and Incentives & Rewards. The US Retail segment consists of the various operating segments of the United States retail products, third-party online distribution channel and secondary card market and is engaged in sales of prepaid products to consumers through these channels. The International Retail segment consists of the various operating segments of its geographic regions and is engaged in sales of prepaid products to consumers at its international retail distribution partners. The Incentives & Rewards segment consists of the various operating segments, which offer prepaid cards, other products and related services to business clients for their consumer incentive and employee reward programs.