UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 28, 2015

OUTERWALL INC.

(Exact name of registrant as specified in its charter)

1800 – 114^th Avenue SE

BELLEVUE, WA 98004

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (425) 943-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 28, 2015, the Board of Directors (the “Board”) of Outerwall Inc. (the “Company”) appointed Erik E. Prusch as the Company’s chief executive officer, as well as a member of the Board, effective as of July 31, 2015. Mr. Prusch succeeds the Company’s interim chief executive officer, Nora M. Denzel, who will remain a member of the Board. Mr. Prusch was placed in the class of directors whose current term is up at the Company’s 2016 Annual Meeting of Stockholders.

Mr. Prusch, 48, served as chief executive officer of NetMotion Wireless, Inc. from January 2014 to November 2014 and of Lumension Security, Inc. from May 2014 to November 2014 (both providers of mobile and enterprise security products and services). He also served as an advisor to Clearlake Capital (a private equity fund) from January 2014 to November 2014. Prior to that, Mr. Prusch served as chief executive officer and president of Clearwire Corporation (a provider of 4G wireless broadband services) from August 2011 until July 2013, as its chief operating officer from March 2011 to August 2011, and as its chief financial officer from August 2009 to March 2011; he served as a member of the board of directors of Clearwire from February 2012 to July 2013. Before then, Mr. Prusch served as president and chief executive officer of Borland Software Corporation (a provider of enterprise software tools and solutions) from December 2008 to July 2009 and as its chief financial officer from November 2006 to December 2008. Previous to Borland, Mr. Prusch was vice president of finance in Intuit’s Turbo Tax division from January 2004 to November 2006. Prior to that, he served as chief financial officer of Identix Incorporated and before then, he served as vice president and chief financial officer, finance and operations in Gateway Computers’ Gateway Business division. He began his career at Touche Ross and PepsiCo.

On July 29, 2015, the Company entered into an offer letter (the “CEO Offer Letter”) and an Employment Agreement, effective on July 31, 2015, with Mr. Prusch (the “CEO Employment Agreement”). The CEO Offer Letter and the CEO Employment Agreement include the following material terms:

On July 29, 2015, Mr. Prusch also entered into a Change of Control Agreement with the Company, dated as of July 31, 2015 (the “CEO Change of Control Agreement”). Pursuant to the terms of the CEO Change of Control Agreement, beginning on the Effective Date and ending two years after such date (the “Employment Period”), Mr. Prusch’s authority, duties and responsibilities will be at least reasonably commensurate with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the date of the change of control (as defined in the CEO Change of Control Agreement). During the Employment Period, Mr. Prusch will be entitled to continued compensation and benefits at levels comparable to pre-change of control levels and reimbursement for all reasonable employment expenses. The “Effective Date” is the first date during the Change of Control Period on which a change of control occurs, except that if a change of control occurs and if Mr. Prusch’s employment with the Company is terminated without cause (as defined in the CEO Change of Control Agreement) after the date on which the Company has entered into a definitive agreement to effect a change of control but prior to the date on which such change of control occurs, the “Effective Date” will be the date immediately prior to the date of such termination of employment. The “Change of Control Period” is the period beginning on the date of the CEO Change of Control Agreement and ending on the date two years following notice from the Company that this coverage period has terminated.

Mr. Prusch will be eligible to receive the following benefits if the Company terminates his employment during the Employment Period other than for cause or if Mr. Prusch terminates his employment during the Employment Period for good reason (as defined in the CEO Change of Control Agreement):

The foregoing descriptions of the CEO Offer Letter, the CEO Employment Agreement, the LTIP Awards, the New Hire Award and the CEO Change of Control Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 10.1 to 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 30, 2015, Outerwall issued a press release discussing the chief executive officer transition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as “will” and “expect,” and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The forward-looking statements in this Current Report on Form 8-K include statements regarding management succession and employment matters. Forward-looking statements are not guarantees of future actions, events, results or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management, including those beyond the Company’s control. Such risks and uncertainties include, but are not limited to, timing and integration of management changes, changes in strategic and financial objectives, and the ability to attract new retailers, penetrate new markets and distribution channels and react to changing consumer demands. For more information on factors that may affect future performance, events, results or actions, please review “Risk Factors” described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC, as well as other public filings with the SEC. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index