VERIFONE SYSTEMS, INC. (NYSE:PAY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VERIFONE SYSTEMS, INC. (NYSE:PAY) 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.

On December 20, 2017, VeriFone Systems, Inc. (the "Company") announced the appointment of Dr. Ronald Black and Mr. Larry Klane to the Company’s Board of Directors (the “Board”), effective immediately. Dr. Black and Mr. Klane will serve on the Board from the effective date of their appointments until the Company’s next annual meeting of stockholders.

Dr. Black and Mr. Klane will each receive the standard compensation for non-employee directors, as described in more detail in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on February 9, 2017. The Company will also enter into a standard indemnification agreement with each of them, the form of which has been filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on April 29, 2005.

Neither Dr. Black nor Mr. Klane has any reportable transactions under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing these appointments and setting out biographical information is attached as Exhibit 99.1 to this filing.

Separately, on December 15, 2017, Eitan Raff notified VeriFone that he was resigning from the Board effective December 19, 2017. Mr. Raff’s resignation is not due to any disagreement with the Company on any matter related to VeriFone’s operations, policies or practices. The Company and the Board extend their appreciation to Mr. Raff for his 10 years of service on the Board.

In order to accommodate the appointments of Dr. Black and Mr. Klane, the number of authorized directors of the Company was increased to 10 by the Company’s Board.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits


VERIFONE SYSTEMS, INC. Exhibit
EX-99.1 2 ex991verifoneaddstwomember.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Verifone Adds Two Members To Its Board of DirectorsEitan Raff to depart after 10 years of serviceSAN JOSE,…
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About VERIFONE SYSTEMS, INC. (NYSE:PAY)

VeriFone Systems, Inc. is engaged in providing electronic payment solutions at the point of sale (POS). The Company designs, manufactures, markets and supplies a range of payment solutions and complementary services that enable secure electronic payment transactions and value-added services at the POS. Its segments include North America, Latin America, EMEA and Asia-Pacific. The North America segment consists of operations in the United States and Canada. The Latin America segment operates in South America, Central America, Mexico and the Caribbean. The EMEA segment consists of operations in Europe, Russia, the Middle East and Africa. The Asia-Pacific segment operates in Australia, New Zealand, China, India, and throughout the rest of Greater Asia, including other Asia-Pacific Rim countries. Its services offerings include payment-as-a-service solutions, managed services and terminal management solutions, payment-enabled media, in-taxi payment solutions and security solutions.

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