Total System Services, Inc (NYSE:TSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April27, 2017, Total System Services, Inc. (TSYS) held its
2017 Annual Meeting of Shareholders at which our shareholders
approved the Total System Services, Inc. 2017 Omnibus Plan (2017
Plan). The 2017 Plan provides for the grant of stock-based and
cash awards to employees and non-employee directors of TSYS. A
summary description of the 2017 Plan is provided in Proposal 5 of
TSYS definitive proxy statement on Schedule 14A which was filed
with the Securities and Exchange Commission on March15, 2017.The
description of the 2017 Plan contained herein and in the proxy
statement are qualified in their entirety by the full text of the
2017 Plan which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
| Item5.07 | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Shareholders of TSYS was held on April
27, 2017. TSYS shareholders voted on the following five proposals
which are detailed in TSYS definitive proxy statement on Schedule
14A which was filed with the Securities and Exchange Commission
on March 15, 2017, and cast their votes as described below.
Proposal 1
TSYS shareholders elected eleven individuals to the Board of
Directors as set forth below:
|
Name |
For | Against | Abstain | BrokerNon-Vote | ||||
|
Kriss Cloninger III |
126,765,036 | 6,140,710 | 123,053 | 24,723,181 | ||||
|
Walter W. Driver, Jr. |
127,850,675 | 5,018,321 | 159,803 | 24,723,181 | ||||
|
Sidney E. Harris |
124,167,304 | 8,710,572 | 150,923 | 24,723,181 | ||||
|
William M. Isaac |
129,562,963 | 3,314,641 | 151,195 | 24,723,181 | ||||
|
Pamela A. Joseph |
127,023,197 | 5,860,303 | 145,299 | 24,723,181 | ||||
|
Mason H. Lampton |
128,552,954 | 4,311,961 | 163,884 | 24,723,181 | ||||
|
Connie D. McDaniel |
131,416,745 | 1,446,143 | 165,911 | 24,723,181 | ||||
|
Philip W. Tomlinson |
126,814,728 | 6,067,600 | 146,471 | 24,723,181 | ||||
|
John T. Turner |
126,619,241 | 6,274,049 | 135,509 | 24,723,181 | ||||
|
Richard W. Ussery |
122,530,834 | 10,361,813 | 136,152 | 24,723,181 | ||||
|
M. Troy Woods |
121,222,810 | 11,226,466 | 579,523 | 24,723,181 |
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Proposal 2
TSYS shareholders ratified the appointment of KPMG LLP as the
independent auditor of TSYS for the fiscal year ending
December31, 2017 as set forth below:
|
For |
Against |
Abstain |
||||||
| 152,918,382 | 4,297,720 | 535,878 |
Proposal 3
TSYS shareholders approved, on an advisory basis, TSYS executive
compensation as set forth below:
|
For |
Against |
Abstain |
Broker Non-Vote |
|||
| 124,524,400 | 7,971,607 | 532,792 | 24,723,181 |
Proposal 4
TSYS shareholders approved 1 Year with respect to the advisory
vote on the frequency of future advisory votes on executive
compensation as set forth below:
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Vote |
||||
| 120,694,311 | 750,001 | 11,115,628 | 468,859 | 24,723,181 |
Based on these results, and consistent with the Board of
Directors recommendation in the proxy statement, the Board has
determined that TSYS will hold an advisory vote on executive
compensation annually.
Proposal 5
TSYS shareholders approved the Total System Services, Inc. 2017
Omnibus Plan as set forth below:
|
For |
Against |
Abstain |
Broker Non-Vote |
|||
| 122,420,940 | 9,924,506 | 683,353 | 24,723,181 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |||
| Exhibit No. | Description | |||
| 10.1 | Total System Services, Inc. 2017 Omnibus Plan |
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About Total System Services, Inc (NYSE:TSS)
Total System Services, Inc. (TSYS) is a payment solutions provider that provides services to financial and nonfinancial institutions. The Company’s segments include North America Services, Merchant Services, NetSpend and International Services. The Company also provides processing services, acquiring solutions, related systems and integrated support services to merchant acquirers and merchants. In addition, it provides general purpose reloadable (GPR) prepaid and payroll cards, and alternative financial service solutions to the underbanked and other consumers. The Company’s Merchant Services segment provides third party processing services to merchant acquirers and Independent Sales Organizations (ISOs) mainly in the United States. The Company’s NetSpend segment provides GPR prepaid debit and payroll cards, and convenience checks. The Company’s services and solutions include Issuing Services, Acquiring Services, Prepaid Solutions and Merchant Solutions. Total System Services, Inc (NYSE:TSS) Recent Trading Information
Total System Services, Inc (NYSE:TSS) closed its last trading session down -1.00 at 56.88 with 3,338,545 shares trading hands.
