BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK) Files An 8-K Entry into a Material Definitive Agreement


BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On March 16, 2017, Blackhawk Network Holdings, Inc. (the Company)
and JANA Partners LLC (JANA) entered into a Cooperation Agreement
(the Cooperation Agreement).
to the Cooperation Agreement, the Company has agreed to expand
its Board of Directors (the Board) from eleven to thirteen
members and appoint Robert Henske and Jeffrey H. Fox to fill the
vacancies (the New Directors), no later than April 24, 2017. In
addition, to the Cooperation Agreement, the Company agreed to
include the New Directors on the Companys slate of director
nominees for the Companys 2017 annual meeting of stockholders,
which slate will include the eleven other current members of the
The Company has agreed, to the terms of the Cooperation
Agreement, to form a Cost Savings Committee of the Board that
will conduct a review of opportunities to increase the Companys
cost savings. The New Directors, Steven A. Burd and Robert L.
Edwards will join the Cost Savings Committee. >
JANA has agreed to various customary standstill provisions for
the duration of the Cooperation Period in the Cooperation
Agreement, which provide, among other things, that JANA shall
not: (i) acquire any ownership interest of 9.9% or more of the
Common Stock outstanding at such time; (ii) sell securities of
the Company to a third party that would result, to JANAs
knowledge, in such third party, together with its affiliates,
owning more than 4.9% of the Common Stock outstanding at such
time; and (iii) participate in a proxy solicitation with respect
to the Company.
JANA has also agreed that, during the Cooperation Period, it will
vote its shares (i) in favor of the re-election of (A) the New
Directors and (B) all current directors of the Company nominated
for re-election and (ii) in accordance with the Boards
recommendations on all other matters. The Cooperation Period
means the period commencing on March 16, 2017 and terminating on
the earlier of (i) the date that is thirty calendar days prior to
any applicable deadline by which a shareholder must give notice
to the Company of its intention to nominate a director for
election at or bring other business before the 2018 Annual
Meeting under the Companys Bylaws, and (ii) a material breach by
the Company of the Cooperation Agreement that is not cured within
three days after receipt by the Company of written notice from
JANA. The Cooperation Agreement terminates upon the expiration of
the Cooperation Period. The Companys obligations under the
Cooperation Agreement generally terminate earlier if JANA commits
a material breach of the Cooperation Agreement, and, if capable
of being cured, such breach is not cured within three days after
receipt by JANA of written notice from the Company.
JANA and the Company have each agreed, subject to certain
exceptions, that during the Cooperation Period, neither will make
or cause to be made any public statement or announcement that
constitutes an ad hominem attack on, or otherwise disparages the
other party or any of their current or former officers or
The foregoing summary of the Cooperation Agreement is qualified
in its entirety by the full terms and conditions of the
agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 16, 2017, Jerry Ulrich, Chief Financial Officer of the
Company, notified the Company of his intent to retire by the end
of 2017 after eleven years of service to the Company. The Company
is conducting a comprehensive search to identify Mr. Ulrichs
In addition, on March 16, 2017, William Y. Tauscher, Chairman of
the Board and Head of International, notified the Company of his
intent to resign from his international and corporate development
responsibilities in 2017. Mr. Tauscher intends to continue
serving as Chairman of the Board.
Item 7.01 Regulation FD Disclosure.
On March 20, 2017, the Company issued a press release announcing
its entry into the Cooperation Agreement and certain other
matters. The full text of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished to this Item 7.01 of this Form 8-K,
including Exhibit 99.1 attached hereto shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934
(as amended, the Exchange Act), nor shall such information be
deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description of Exhibit
Cooperation Agreement, dated March 16, 2017, by and
between JANA Partners LLC and Blackhawk Network
Holdings, Inc.
Press Release, dated March 20, 2017.


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.


BLACKHAWK NETWORK HOLDINGS, INC. (NASDAQ:HAWK) closed its last trading session down -0.15 at 36.10 with 502,576 shares trading hands.

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