Cardtronics plc (NASDAQ:CATM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cardtronics plc (NASDAQ:CATM) 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.

Fourth Amended and Restated Stock Incentive Plan

On January18, 2019, the Board of Directors (the “Board”) of Cardtronics plc (the “Company”) approved and adopted, upon the recommendation of the Compensation Committee of the Board, an amendment and restatement of the Company’s Third Amended and Restated 2007 Stock Incentive Plan (as amended and restated, the “Plan”) to SectionXIV of the Plan (Amendment and Termination of the Plan). The Plan implements various administrative changes and other clarifications, updates and conforming revisions.

Among other things, the Plan:

· Removes provisions relating to performance goals and conditions previously intended to satisfy Section162(m)of the Internal Revenue Code, as amended.

· Amends the definition of “Corporate Change” with the effect that any person acquiring or gaining ownership or control, directly or indirectly, of more than 30% of the combined voting power of the then outstanding voting shares of the Company entitled to vote generally in the election of its directors would result in a Corporate Change.

· Conforms rights and responsibilities of the plan administrator with respect to the treatment of options and stock appreciation rights in connection with a Corporate Change to similarly apply to restricted stock units, restricted stock and phantom stock awards.

· Provides for awards issued under the Plan to be subject to forfeiture or clawback provisions in the event of the recipient’s termination for cause, resignation by the participant when cause exists, or violation of a continuing obligation to the Company, and provides for relevant definitions.

· Provides that, in a merger or other transaction, awards assumed from another company will not be counted against the share reserve.

· Requires dividends and dividend equivalents to also be subject to restrictions on underlying awards.

· Clarifies adjustment provisions in the event of corporate transactions.

Item 8.01 Other Events.

As previously disclosed, on October31, 2018, the Board appointed Mark Rossi as an independent, non-executive Chairman of the Board in connection with the departure of Dennis Lynch from the Board and his role as Chairman. The Company also previously disclosed that the Board had appointed Warren Jenson and Douglas Braunstein as independent members of the Board. In connection with the foregoing Board changes, on January18, 2019, the Board, upon the recommendation of the Nominating and Governance Committee, determined to reconstitute its committees as follows:

AuditCommittee	Compensation Committee	Nominatingand GovernanceCommittee	FinanceCommittee
Juli Spottiswood (Chair) Patrick Phillips Jorge Diaz Julie Gardner	Patrick Phillips (Chair) Julie Gardner Douglas Braunstein Warren Jenson	Timothy Arnoult (Chair) Jorge Diaz Mark Rossi Juli Spottiswood	Warren Jenson (Chair) Timothy Arnoult Douglas Braunstein Mark Rossi