Cardtronics plc (NASDAQ:CATM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2017 Annual General Meeting of Shareholders of Cardtronics
plc (the Company) held on May10, 2017 (the Annual Meeting), 11
proposals were presented for shareholder vote. Set forth below
are the voting results for each of the proposals.
Proposal No.1: Re-election of two ClassI
directors, Jorge M. Diaz and G. Patrick Phillips, each by
separate ordinary resolution, to the Companys Board of Directors
to serve until the 2020 Annual General Meeting of Shareholders:
|
|
For |
|
Against |
|
Abstain |
|
BrokerNon- Votes |
|
|
Jorge M. Diaz |
40,506,307 |
206,111 |
190,863 |
1,975,833 |
||||
|
G. Patrick Phillips |
40,601,661 |
111,058 |
190,562 |
1,975,833 |
The Companys other continuing directors are J. Tim Arnoult,
Dennis F. Lynch, Juli C. Spottiswood, Julie Gardner, Steven A.
Rathgaber and Mark Rossi.
Proposal No.2: Ratification of the Audit
Committees selection of KPMG LLP (U.S.) as the Companys U.S.
independent registered public accounting firm for the fiscal year
ending December31, 2017:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
42,529,637 |
191,008 |
158,469 |
|
Proposal No.3: Re-appointment of KPMG LLP (U.K.)
as the Companys U.K. statutory auditors under the U.K. Companies
Act 2006, to hold office until the conclusion of the next annual
general meeting of shareholders at which accounts are presented
to the Companys shareholders:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
42,528,480 |
191,254 |
159,380 |
|
Proposal No.4: Authorization of the Audit
Committee to determine the Companys U.K. statutory auditors
remuneration:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
42,685,015 |
34,529 |
159,570 |
|
Proposal No.5: Approval of, on an advisory
basis, the compensation of the Named Executive Officers as
disclosed in the proxy statement:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,286,025 |
424,818 |
192,438 |
1,975,833 |
Proposal No.6: Determination of, on an advisory
basis, the frequency of future advisory votes on the compensation
of the Named Executive Officers:
|
1Year |
|
2Years |
|
3Years |
|
Abstain |
|
35,119,131 |
160,101 |
5,578,984 |
45,065 |
After considering these results, and consistent with its own
recommendation, the Companys Board of Directors has determined
to continue to provide the Companys shareholders with an annual
advisory vote to approve the compensation of the Named
Executive Officers until the next vote on the frequency of such
advisory votes.
Proposal No.7: Approval of the directors
remuneration policy:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,491,223 |
219,919 |
192,139 |
1,975,833 |
Proposal No.8: Approval of, on an advisory
basis, the directors remuneration report:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,372,346 |
338,641 |
192,294 |
1,975,833 |
Proposal No.9: Receipt of the Companys U.K.
Annual Reports and Accounts:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,742,203 |
2,631 |
158,447 |
1,975,833 |
Proposal No.10: Authorization of the Companys
Board of Directors, in accordance with Section551 of the U.K.
Companies Act 2006 and in addition to all existing allotment
authorities, to exercise all powers of the Company to allot
shares for the purpose of capitalizing the merger reserve and
enable potential future dividends or share repurchases:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,658,306 |
53,918 |
191,057 |
1,975,833 |
Proposal No.11: Approval of the form of a
share repurchase contract produced at the Annual Meeting to be
entered into with certain counterparties in relation to the
convertible note hedge transactions:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
40,232,102 |
101,963 |
569,216 |
1,975,833 |
About Cardtronics plc (NASDAQ:CATM)
Cardtronics PLC, formerly Cardtronics, Inc., is a provider of automated consumer financial services. The Company provides these services through its network of automated teller machines (ATMs) and multi-function financial services kiosks. The Company’s operations consisted of its North America and Europe segments. Its North America segment includes operations in all 50 states, Puerto Rico, Canada and Mexico. Its Europe segment includes its operations in the United Kingdom, Germany and Poland. In the United States, certain of the Company’s devices are multi-function financial services kiosks that, in addition to traditional ATM functions, such as cash dispensing and bank account balance inquiries, perform other consumer financial services, including bill payments, remote deposit capture (which is deposit taking at ATMs using electronic imaging), and money transfers. It also owns and operates the Allpoint network, which is a surcharge-free ATM network within the United States. Cardtronics plc (NASDAQ:CATM) Recent Trading Information
Cardtronics plc (NASDAQ:CATM) closed its last trading session down -0.35 at 35.08 with 288,123 shares trading hands.