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.
Meeting”) of VeriFone Systems, Inc. (the “Company”) on March
23, 2017, the Company’s stockholders approved the amendment and
restatement of the VeriFone 2006 Equity Incentive Plan (the
“2006 Plan”) to (i) increase the number of shares of common
stock that may be issued thereunder by 8,750,000 shares; (ii)
provide a maximum annual limit on non-employee director
compensation of $750,000; (iii) provide that no dividend or
dividend equivalents shall be paid on any award granted under the
2006 Plan prior to the vesting of such award; (iv) permit the
Compensation Committee of the Company’s Board of Directors to
designate certain awards made under the 2006 Plan as performance
based awards intended to qualify as performance-based
compensation under Section 162(m) of the United States Internal
Revenue Code; (v) provide for minimum vesting provisions; (vi)
extend the term of the 2006 Plan by an additional ten years, to
March 23, 2027; and (vii) make other clarifying and
administrative changes. A brief summary of the amended and
restated 2006 Plan was included as part of Proposal 2 in the
Company’s definitive proxy statement filed with the Securities
and Exchange Commission on February 9, 2017 (the “Proxy
Statement”). Such summary is qualified by and subject to the
full text of the amended and restated 2006 Plan, which was filed
as Appendix B to the Proxy Statement and is incorporated herein
by reference.
matters submitted to a vote of stockholders at the Annual Meeting
and the final results for each matter submitted are as follows:
eight director nominees to serve a one-year term on the
Company’s Board of Directors. The vote results were as follows:
|
Director
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
Robert W. Alspaugh
|
85,350,137
|
1,270,962
|
123,934
|
9,742,463
|
|
Karen Austin
|
85,255,396
|
1,365,908
|
123,729
|
9,742,463
|
|
Paul Galant
|
85,286,814
|
1,335,403
|
122,816
|
9,742,463
|
|
Alex W. (Pete) Hart
|
85,167,279
|
1,452,745
|
125,009
|
9,742,463
|
|
Robert B. Henske
|
83,833,792
|
2,786,987
|
124,254
|
9,742,463
|
|
Eitan Raff
|
84,083,472
|
2,519,412
|
142,149
|
9,742,463
|
|
Jonathan I. Schwartz
|
83,990,003
|
2,627,914
|
127,116
|
9,742,463
|
|
Jane J. Thompson
|
83,646,523
|
2,973,565
|
124,945
|
9,742,463
|
restatement of the 2006 Plan. The vote results were as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
75,142,185
|
11,471,898
|
130,950
|
9,742,463
|
compensation of the Company’s named executive officers as set
forth in its Proxy Statement. The vote results were as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
79,767,873
|
6,419,839
|
557,321
|
9,742,463
|
holding of an advisory vote on the compensation of the Company’s
named executive officers every year. The vote results were as
follows:
|
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker Non-Votes
|
|
76,758,227
|
88,734
|
9,754,709
|
143,363
|
9,742,463
|
Companys recommendation for this proposal, the Company will hold an
advisory vote on compensation of its named executive officers every
year.
Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending October 31, 2017. The
vote results were as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
95,845,008
|
505,443
|
137,045
|
—
|
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. VERIFONE SYSTEMS, INC. (NYSE:PAY) Recent Trading Information
VERIFONE SYSTEMS, INC. (NYSE:PAY) closed its last trading session up +0.24 at 18.77 with 963,347 shares trading hands.
