(d) Director Appointment.>

On April 17, 2017, the Board of Directors (the Board) of
Blackhawk Network Holdings, Inc. (the Company) appointed Messrs.
Jeffrey H. Fox and Robert B. Henske (collectively, the New
Directors) as Class I directors and members of the Cost Savings
Committee. The appointment of the New Directors to the Board and
the Cost Savings Committee was to the Cooperation Agreement
entered into by and between the Company and JANA Partners LLC
(JANA) on March 16, 2017 (the Cooperation Agreement), to which
the Company also agreed to expand the Board from eleven to
thirteen directors. The Cooperation Agreement was filed as
Exhibit 10.1 to the Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission (SEC) on March 20, 2017.

Mr. Fox, 55, has not previously served on the Board. Mr. Fox is a
principal of The Circumference Group LLC, an investment and
advisory firm which he founded in 2009. Mr. Fox was President and
Chief Executive Officer of Convergys Corporation, a NYSE-listed
customer management company with approximately $3 billion in
revenue, from 2010 to November 2012, and then Executive Chairman
until April 2013. Previously, Mr. Fox worked for Alltel
Corporation, a wireless company acquired by Verizon Wireless in
2009, as Chief Operating Officer from 2007 through 2008, and as a
Group President from 1996 until 2007. Mr. Fox also currently
serves as non-executive Chairman of the Board of Convergys
Corporation and as a member of the board of Avis Budget Group,
Inc., a NASDAQ-listed vehicle rental company. Mr. Fox is a party
to a nomination agreement with JANA, to which he has agreed to
stand for election or be appointed by the Board in exchange for
JANAs agreement to indemnify him against liabilities arising from
any proxy contest related to his conduct as nominee and to pay
him $60,000 upon the signing of the nomination agreement and
$140,000 if he is elected or appointed to the Board, which
payments are intended to fund his acquisition of Company stock
and subject to certain other restrictions. Mr. Fox brings to the
Board significant experience in business strategy as a current
and past senior executive of large companies, as well as
considerable directorial and board committee experience. Mr. Foxs
leadership and management experiences in public companies provide
valuable insight on dynamics and operation of our Board,
particularly in its oversight role.

Mr. Henske, 55, has not previously served on the Board. Mr.
Henske served as a Managing Director at Hellman Friedman LLC from
July 2007 through 2014, and as a Senior Advisor from 2014 to
2016. From May 2005 until July 2007, he served as Senior Vice
President and General Manager of the Consumer Tax Group of Intuit
Inc., a NASDAQ-listed financial software company. He was Intuits
CFO from January 2003 to September 2005. Prior to joining Intuit,
he served as Senior Vice President and CFO of Synopsys, Inc., a
NASDAQ-listed supplier of electronic design automation software,
from May 2000 until January 2003. Mr. Henske has previously been
a partner at Oak Hill Capital Management, a Robert M. Bass Group
private equity investment firm, and Bain Company. Mr. Henske has
served as a director of VeriFone Systems, Inc., a NYSE-listed
electronic payment company, since January 2005. Mr. Henske is a
party to a nomination agreement with JANA, to which he has agreed
to stand for election or be appointed by the Board in exchange
for JANAs agreement to indemnify him against liabilities arising
from any proxy contest related to his conduct as nominee and to
pay him $60,000 upon the signing of the nomination agreement and
$140,000 if he is elected or appointed to the Board, which
payments are intended to fund his acquisition of Company stock
and subject to certain restrictions. Mr. Henske brings to the
Board extensive knowledge of financial reporting and significant
experience in business strategy as a current and past senior
executive of large companies. Mr. Henskes leadership and
management experiences with public companies and his service as a
director and committee member on the boards of a number of
companies provide valuable insight on dynamics and operation of
our Board, particularly in its oversight role.

The New Directors will be entitled to receive annual cash and
equity compensation under the Companys Non-Employee Director
Compensation Program, subject to their continued service on the
Board. The current effective Blackhawk Network Holdings, Inc.
Non-Employee Director Compensation Program was filed as Exhibit
10.1 to the Current Report on Form 8-K filed with the SEC on
February 17, 2017. to such program, each of the New Directors
will receive (i) a $60,000 annual retainer pro-rated based on the
actual number of days serving as a director payable in quarterly
installments, and (ii) a $140,000 annual restricted stock unit
award, the first of which will be granted on the date of the 2017
annual meeting of stockholders. Each has also entered into an
indemnification agreement with the Company, the same form of
indemnification agreement applicable to the Companys other
executive officers and directors, a copy of which was filed as
Exhibit 10.28 to the Companys registration statement on Form S-1
dated March 18, 2013 and incorporated herein by reference.

On and effective as of April 17, 2017, the Board approved an
amendment (the Amendment) to Section 3.2 of the Amended and
Restated Bylaws of the Company (the Bylaws) to (i) increase the
authorized number of directors from twelve to thirteen members,
and (ii) state, as of the effective date of the Bylaws, the Board
will consist of thirteen members. The Amendment was approved in
connection with the appointments of Messrs. Fox and Henske as
described above in Item 5.02 of this Current Report on Form 8-K.

The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

(d) Exhibits.