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 20, 2015
BLACKHAWK NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-35882 | 43-2099257 | |
| (Commission File Number) | (IRS Employer Identification Number) |
6220 Stoneridge Mall Road
Pleasanton, CA 94588
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (925) 226-9990
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.03 | Material Modification to the Rights of Security Holders. |
On May 21, 2015, following the approval of the Board of Directors (the “Board”) of Blackhawk Network Holdings, Inc. (the “Company”) and approval of the holders of the requisite number of outstanding shares of the Company’s capital stock at the Company’s annual meeting of stockholders held on May 20, 2015 (the “Annual Meeting”), the Company filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) in the form attached hereto as Exhibit 3.1 with the Secretary of State of the State of Delaware. Effective upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware, each outstanding share of the Company’s Class B common stock was reclassified as and became one share of common stock, and the name of the class of stock designated as Class A common stock was changed to “common stock” (collectively, the “Conversion”). Prior to the Conversion, holders of shares of Class B common stock were entitled to cast ten votes per share on any matters subject to a stockholder vote, and holders of shares of Class A common stock were entitled to cast one vote per share. Following the Conversion, all holders of common stock have one vote per share in matters subject to a stockholder vote. The Conversion had no impact on the economic equity interests of holders of the outstanding Class A common stock and Class B common stock, including with regard to dividends, liquidation rights or redemption. The description of the Company’s common stock contained in the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on May 13, 2015 is incorporated herein by reference and qualified in its entirety by reference to the text of the Restated Certificate.
Effective May 22, 2015, all shares of the Company’s common stock will begin trading on The NASDAQ Global Select Market under the ticker symbol “HAWK.” As a result of the Conversion, trading of the Class B common stock under the ticker symbol “HAWKB” will be suspended prior to opening of The NASDAQ Global Select Market on May 22, 2015. The CUSIP number of the common stock is the same as the prior Class A common stock, 09238E104.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) | Amendment to the Blackhawk Network Holdings, Inc. 2013 Equity Incentive Award Plan |
The Board and the Compensation Committee of the Board previously adopted, and at the Annual Meeting the Company’s stockholders approved, an amendment (the “Amendment”) to the Company’s 2013 Equity Incentive Award Plan (the “2013 Plan”) to increase the number of shares the Company is authorized to issue or award under the 2013 Plan by 4,000,000 shares. The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, stockholders voted on the following four proposals, as described in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2015:
Proposal 1: Election of Class II Directors
Each of the following nominees was elected with the following votes:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Mohan Gyani |
327,058,271 | 9,300,828 | 35,505,773 | |||||||||
| Paul Hazen |
291,887,239 | 44,471,860 | 35,505,773 | |||||||||
| Arun Sarin |
291,886,761 | 44,472,338 | 35,505,773 | |||||||||
Proposal 2: Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending January 2, 2016
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2016 with the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 369,128,011 |
2,343,207 | 393,654 |
Proposal 3: Approval of Amendments to the Company’s Amended and Restated Certificate of Incorporation
Stockholders approved the amendments to the Company’s Amended and Restated Certificate of Incorporation. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 314,538,505 |
21,466,265 | 354,329 | 35,505,773 |
Proposal 4: Approval of the Amendment to the 2013 Plan
Stockholders approved the Amendment to the 2013 Plan. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 278,256,018 |
56,932,447 | 1,170,634 | 35,505,773 |
| Item 7.01 | Regulation FD Disclosure. |
On May 21, 2015, the Company issued a press release announcing stockholder approval of the Conversion and related matters described in Item 3.03 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), nor shall such information be deemed to incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Blackhawk Network Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on May 13, 2015) | |
| 10.1 | First Amendment to Blackhawk Network Holdings, Inc. 2013 Equity Incentive Award Plan (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2015) | |
| 99.1 | Press release dated May 21, 2015 | |
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.
| Date: May 21, 2015 | BLACKHAWK NETWORK HOLDINGS, INC. | |||||
| By: | /s/ Kirsten E. Richesson | |||||
| Name: | Kirsten E. Richesson | |||||
| Title: | Secretary and General Counsel | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Blackhawk Network Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on May 13, 2015) | |
| 10.1 | First Amendment to Blackhawk Network Holdings, Inc. 2013 Equity Incentive Award Plan (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2015) | |
| 99.1 | Press release dated May 21, 2015 | |
Exhibit 99.1
Blackhawk Network Holdings, Inc. Shareholders Approve Conversion into Single Class of Common Stock
Trading in Single Class of Stock to Commence May 22, 2015
Pleasanton, California, May 21, 2015 — Blackhawk Network Holdings, Inc. (NASDAQ: HAWK and HAWKB), a leading prepaid and payments network, announced today the Company’s shareholders have approved a proposal to reclassify the outstanding shares of the Company’s Class B common stock as shares of common stock and to rename the Class A common stock as “common stock.”
To implement the share conversion, Blackhawk today filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The conversion became effective immediately upon filing of the Second Amended and Restated Certificate of Incorporation. The shareholders need not take any action to convert their shares. Any existing shares held in brokerage accounts will be automatically adjusted by the broker to reflect the conversion and name change.
Beginning on May 22, 2015, trading in the Class B common stock (HAWKB) on NASDAQ will be suspended, and all trading in Blackhawk common stock will be under the ticker symbol HAWK. The CUSIP number for Blackhawk common stock is 09238E104, the same number previously assigned to the Class A common stock.
Adoption of this proposal has no effect upon the Company’s future operations or capital structure or on the economic equity interests of holders of shares of Class A common stock or Class B common stock. Following the conversion, all holders of common stock have one vote per share in matters subject to a stockholder vote.
About Blackhawk Network
Blackhawk Network Holdings, Inc. is a leading prepaid and payments global company that supports the program management and distribution of gift cards, prepaid telecom products and financial service products in a number of different retail, digital and incentive channels. Blackhawk’s digital platform supports prepaid across a network of digital distribution partners including retailers, financial service providers, and mobile wallets. For more information, please visit www.blackhawknetwork.com and www.giftcardmall.com.
Forward Looking Statements
This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “anticipates,” “estimates,” “plans,” “continuing,” “ongoing,” “will” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: potential changes in our stock price, our ability to grow adjusted operating revenues and adjusted net income as anticipated, our ability to grow at historic rates or at all, the consequences should we lose one or more of our top distribution partners or fail to attract new distribution partners to our network or if the financial performance of our distribution partners’ businesses decline, our reliance on our content providers, the demand for their products and our exclusivity arrangements with them, our reliance on relationships with card issuing banks, the consequences to our future growth if our distribution partners fail to actively and effectively promote our products and services, the requirement that we comply with applicable laws and regulations, including increasingly stringent money-laundering rules and regulations, and other risks and uncertainties described in our reports and filings with the Securities and Exchange Commission, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K and other subsequent periodic reports we have filed with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law.
| INVESTORS/ANALYSTS: Patrick Cronin (925) 226-9973 investor.relations@bhnetwork.com |
MEDIA: Teri Llach (925) 226-9028 Teri.llach@bhnetwork.com |