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): May 10, 2017

 

Cardtronics plc

(Exact name of registrant as specified in its charter)

 

England and Wales

 

001-37820

 

98-1304627

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

3250 Briarpark Drive, Suite 400, Houston, Texas

 

77042

 (Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 308-4000

 

Not Applicable

(Former name or former address, if changed since last report)

 


 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

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 May 10, 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 Class I directors, Jorge M. Diaz and G. Patrick Phillips, each by separate ordinary resolution, to the Company’s Board of Directors to serve until the 2020 Annual General Meeting of Shareholders:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-
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 Company’s 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 Committee’s selection of KPMG LLP (U.S.) as the Company’s U.S. independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,529,637

 

191,008

 

158,469

 

0

 

Proposal No. 3: Re-appointment of KPMG LLP (U.K.) as the Company’s 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 Company’s shareholders:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,528,480

 

191,254

 

159,380

 

0

 

Proposal No. 4: Authorization of the Audit Committee to determine the Company’s U.K. statutory auditors’ remuneration:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,685,015

 

34,529

 

159,570

 

0

 

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

 

Broker Non-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:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

35,119,131

 

160,101

 

5,578,984

 

45,065

 

2



 

After considering these results, and consistent with its own recommendation, the Company’s Board of Directors has determined to continue to provide the Company’s 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

 

Broker Non-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

 

Broker Non-Votes

40,372,346

 

338,641

 

192,294

 

1,975,833

 

Proposal No. 9: Receipt of the Company’s U.K. Annual Reports and Accounts:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

40,742,203

 

2,631

 

158,447

 

1,975,833

 

Proposal No. 10: Authorization of the Company’s Board of Directors, in accordance with Section 551 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

 

Broker Non-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

 

Broker Non-Votes

40,232,102

 

101,963

 

569,216

 

1,975,833

 

3



 

SIGNATURES

 

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.

 

 

Cardtronics plc

 

 

Date: May 12, 2017

 

 

 

 

By:

/s/ E. Brad Conrad

 

Name: E. Brad Conrad

 

Title: Chief Accounting Officer

 

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