8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 11, 2015

BLACKHAWK NETWORK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

001-35882	43-2099257
(Commission File Number)	(I.R.S. Employer Identification No.)

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 8.01 Other Events.

On June 11, 2015, Blackhawk Network Holdings, Inc. (the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger by and among the Company, BH Avenger Corp. and Achievers Corp., a copy of this release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

On June 11, 2015, the Company released a presentation, a copy of which is attached as Exhibit 99.2 to this Form 8-K and incorporated by reference into this Item 8.01. The presentation is also available on the Company’s website at ir.blackhawknetwork.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated June 11, 2015.
99.2	Presentation dated June 11, 2015.

The press release may contain hyperlinks to information on our website. The information on our website is not incorporated by reference.

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.

	BLACKHAWK NETWORK HOLDINGS, INC.
Date: June 11, 2015	By:	/s/ Kirsten E. Richesson
	Name:	Kirsten E. Richesson
	Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 11, 2015.
99.2	Presentation dated June 11, 2015.

EX-99.1

Exhibit 99.1

Blackhawk Network to Acquire Achievers Corp.

Acquisition will add leading employee recognition solution to Blackhawk’s incentives and rewards segment

Pleasanton, Calif., June 11, 2015 - Blackhawk Network, a leading prepaid and payments network, announced today that it has entered into a definitive agreement to acquire Achievers Corp. Achievers is a leading provider of employee recognition and rewards solutions designed to help companies increase employee engagement. The acquisition will broaden the reach of Blackhawk’s already extensive incentive and engagement business.

“Achievers’ award-winning employee recognition platform is a complementary addition to our employee engagement portfolio and will enhance Blackhawk’s leadership position in the corporate incentives market,” said Talbott Roche, Blackhawk Network’s president. “Blackhawk’s heritage is providing innovative prepaid products, solutions and technology to meet the needs of consumers, employees and corporations. The Achievers platform will expand our customers’ ability to engage employees with the best rewards, in the right places to drive organizational alignment.”

Achievers’ Employee Success Platform™ is a cloud-based platform designed to dramatically increase employee engagement and drive business success through social recognition and rewards. The platform empowers employees to recognize each other in real time from any desktop, mobile or tablet device, and aligns them to the goals of the company. The Employee Success Platform delivered more than seven million employee recognitions in 2014 and has fulfillment capabilities in more than 110 countries.

“This is such an exciting moment for Achievers and I couldn’t imagine a better pairing than Achievers and Blackhawk Network,” said Eric Lochner, Achievers president & CEO. “We have found an incredible partner who shares our mission to change the way the world works and we’re confident that our customers will benefit significantly from the expanded reach, products and services that Blackhawk has to offer.”

Earlier this year Blackhawk launched a new incentives division, Blackhawk Engagement Solutions, which is a leading global provider of customized incentive and engagement solutions for consumer promotions, direct and indirect sales channel incentive programs and employee rewards.

“We continuously monitor the marketplace for opportunities that can enhance our position as a leader in the prepaid and incentive industries,” said Bill Tauscher, CEO of Blackhawk Network. “Achievers fits extremely well with our overall direction and vision, and we are excited to welcome the organization to Blackhawk Network.”

Employee incentives are

a significant component of corporate incentives, and are evolving from simply service awards and task oriented incentives to broad based peer recognition systems. According to Blackhawk Engagement Solution’s new research, less than half of U.S. employees are happy with the rewards and recognition their employers currently offer.

Transaction Details

Blackhawk Network plans to finance the purchase using cash on hand. “On a non-GAAP adjusted basis, we expect the acquisition to be earnings neutral in fiscal 2015 and to be earnings accretive in 2016,” said Jerry Ulrich, Blackhawk Network’s chief financial and administrative officer. The transaction is expected to close by June 30, 2015, subject to customary closing conditions.

Conference Call Details

Blackhawk Network will host a conference call and webcast to discuss transaction details at 6:00 a.m. PDT / 9:00 a.m. EDT on June 11, 2015. Hosting the call will be Bill Tauscher, CEO, Talbott Roche, president, and Jerry Ulrich, chief financial & administrative officer. Participants can access the webcast by visiting the Company’s investor relations website at ir.blackhawknetwork.com. In addition, Blackhawk will post a slide presentation relating to this transaction under the “Presentations” page of its investor relations website prior to the call. Following the call, an archived webcast will be available on the Company’s investor relations website until July 10, 2015.

About Blackhawk Network

Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) is a leading prepaid and payments global company, which 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.

About Achievers

Achievers delivers an Employee Success Platform™ that enables social recognition, which dramatically increases employee engagement and drives business success. Designed specifically to meet the needs of today’s workplace, it empowers employees to recognize each other in real time and aligns them to the goals of the company. With more than 7,800,000 annual recognitions, the Platform inspires brilliant performance in 110 countries. Visit us at www.achievers.com.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the “Risk Factors” section in our filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

INVESTORS/ANALYSTS:

Patrick Cronin

(925) 226-9973

investor.relations@bhnetwork.com

MEDIA:

Blackhawk Network

Teri Llach

(925) 226-9028

teri.llach@bhnetwork.com

Achievers

Jennifer Hubbard

(888) 622-3343

Jennifer.hubbard@achievers.com

EX-99.2

Exhibit 99.2

BLACKHAWK NETWORK Acquisition of Achievers Corp. June 11, 2015 Investor Conference Call © 2015 Blackhawk Network 1

Forward Looking Statements This presentation contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. These statements are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the “Risk Factors” section in our filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this presentation. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. © 2015 Blackhawk Network 2

Transaction Overview Summary On June 11, Blackhawk announced an agreement and plan of merger to acquire Achievers Corp. Achievers will be part of Blackhawk’s Incentive and Rewards Segment Expected to close by June 30, 2015 Over 200 clients including Fortune 500 and multi-national companies Achievers Overview 91% historical customer retention rate Cloud based SaaS platform with ISO27001 security Web and mobile user interfaces Expected Financial Impact Ability to deliver employee rewards in over 100 countries Earnings neutral in 2015; earnings accretive in 2016 (adjusted EPS basis) $50M revenues in 2014; 30% revenue CAGR over past 2 years Increase proportion of recurring, predictable revenues with less seasonality © 2015 Blackhawk Network 3

Strategic Rationale Achievers Highly Strategic Provides a leading platform for employee incentives and rewards management, a key component of Blackhawk’s incentives and rewards segment Creates opportunity for additional leverage of Blackhawk’s processing and fulfillment systems Highly Complementary Complements and provides InteliSpend’s employee incentives business with a feature-rich, highly configurable platform Cross-selling opportunities with Blackhawk retail partners Financially Attractive Recurring revenue model with modest seasonality Cash tax savings through NOLs estimated at $24 million to be realized over 8 years. © 2015 Blackhawk Network 4

Employee Incentives Market Employee Incentives Market Employee Recognition Benefits Creates alignment around company objectives and values Improves employee engagement & morale Improves customer satisfaction Improves productivity Lowers operational costs Reduces turnover Source: IDC, 2012 © 2015 Blackhawk Network 5 Employee incentives BLACKHAWK NETWORK 40 30 20 10 0 2011A 2016E $20 $32 CAGR: 8%

Continuing to Develop a Leading, End-to-End Incentives, Rewards and Loyalty Platform Employee Incentives Rebates, MDF/CO-Op and Spiffs Fulfillment eCommerce Content Blackhawk Retail Partners Leadership in employee rewards and recognition Leadership in consumer rebates and incentives Leadership in prepaid fulfillment solutions for resellers of incentives and rewards Leadership in smaller company eCommerce based incentives and rewards Extensive prepaid content to be leveraged across platforms Value Proposition Customers & Partners Large enterprise clients B2B Large enterprise clients B2B2C Large enterprise clients B2B2B Infrastructure synergies across processing systems, fulfillment and customer care © 2015 Blackhawk Network 6 BLACKHAWK NETWORK ACHIEVERS + InteliSpend Parago + CardLab

Achievers Platform Maps Organizational Goals to Employee Engagement Shareholder value Increased Revenue, Customer Loyalty, Improved Margins, Product Quality, Market Share The Employee Success Platform Programs Alignment, Training, Cost Savings, Health & Wellness, Recruiting, Retention Workstyle Global rewards and fulfillment Analytics, budget control, management tools, program ROI © 2015 Blackhawk Network 7 Offline Online Mobile BLACKHAWK NETWORK 7

Achievers – Deliver Employee Success EMPLOYEE SUCCESS PLATFORMTM ENGAGING SOFTWARE Transformative software built for employees - not just HR High adoption and usage rates - it becomes a daily habit Easy-to-use mobile interface available on all devices BEYOND SOCIAL RECOGNITION Multiple employee data points with information integrated from HR systems, driving higher employee engagement, aligning employees to values and business objectives, and recognizing their achievements Integration into existing enterprise systems for better workforce analytics DATA-DRIVEN HR Real-time insight and transparency into the entire workforce ROI Analytics Services Benchmarking and Predictive Analytics TRUE CLOUD Engagement platform designed, built and deployed in a true cloud environment providing fast time-to-value Automatic upgrades available to users as everyone is on a single instance Secure. ISO27001 and Safe Harbor Certified © 2015 Blackhawk Network 8 BLACKHAWK NETWORK

Full Suite of Services PROFESSIONAL SERVICES CLIENT SUCCESS MEMBER EXPERIENCE © 2015 Blackhawk Network 9 Design, measure, adopt Partnership, optimization, results Service, concierge, delight

Platform Is Much Broader Than Just Rewards and Recognition © 2015 Blackhawk Network 10 PEER-to-Peer recognition Non monetary recognition Sales incentives Employee referrals Customer service Wellness Safety Attendance Charity drive Service awards Spot bonuses Innovation

© 2015 Blackhawk Network 11 Results Driver For Sales Create a New Campaign Active Campaigns Feb Call Center Contest Points Awarded Time Remaining Participants Edit Campaign View Report Upload Results 150,250 8 Days 250 Q1 Sales Campaign Point Awarded Time Remaining Participants Edit Campaign View Report Upload Results Feb Call Center Contest Points Awarded Time Remaining Participants Edit Campaign View Report Upload Results 150,250 8 Days 250

People Search Account Admin Help Recognize Shop Create Value Recognition Card Balance Surveys Achievers CARES Achievers Awards Feedback Aspire Camden Boucher 261,484 POINTS BALANCE POINT TO AWARD 2,000 My team My Prepaid Card Company Pulse Dashboard KPI Reports Toolbox Architect Series Tilt Head Stand Mixer (Cocoa Selver) Ship Now Full Automatic Barista… Recognize Someone Add an Achievement Who do you want to recognize? Recognized for “Living Passionately” Nolan Julien Its’s been AMAZING to have you part of the team for the past two months. You are so willing to offer a helping hand. Congratulation o your ongoing social monitoring and responding activites. From Hannah Rios 2 hours ago Boosted by Evelyn Lim, Radu Poernau, Garciela Cortez, Roy Diaz Boost Like Comment Share Recognized for “Act with a Sense of Ownership” Freddie Adams. Elin Zetterberg DreamTeam, thanks fro all your hard work on the new feature. You guys are truly dedicated to building great products and I really appreciated how you’ve gone beyond the regular call of duty. From: Felipe Rodrigues 3 hours ago Boost Like Comment Share Brandow White and 2 others L.O.V.E. this Phillip Rechards Thank you for all of your help. Your dedication to building great products serves as inspiration to the rest of the department. Celebrating “10 Years of Service” Rose Adams 4 hours ago Boost Like Comment Share Mini-Retreat Session Videos are Here! Watch Now! Pulse Meter ALL RESPONSES MY TEAM see more.. Top© 2015 Blackhawk Network 12

Recognized 21st 19 Since May1, 2014 1 Arthour Thomsen59 2 Radu Poernau 52 3 Garciela Cortez 50 4 Joel Engel 46 5 Evelyn Lima 42 6 Eduardo Francisco 42 7 Roy Diaz 37 8 Hulb van leeuwen 35 9 Kayla Martin 35 10 Paulina Dudek 34 See more Top Recognizers 12th 24 1Sence May 1, 2014 2 Joel Engel 59 3 Eduardo Francisco 52 4Guillemette Charpentier 50 5 Eilis Hunt 46 6Florence Tremblay 42 7Jessica Crowford 42 8Maxime Coopens 37 9Freya Powell 35 10 Detti Csizmadia 35 Megan Harris 34 © 2015 Blackhawk Network 12

January, 2014 – January, 2015 Program Spend

134,11,887

83%

161,000,000

100%

Program Spend

Peer to Peer 84,883,001 98,500,000

Milestones 15,737,601 50,000,000

Platinum Awards 9,494,935 89% 5,000,000

Activation Bounus 5,047,095 5,000,000

Points Awarded Target Usage

5,047,095 5,000,000 101%

Cost Center Usage

BGR01

CAN01

35,256 points spent -1% of total target

381,313 points spent -8% of total target

2015 Blackhawk Network

13

Multi Platform Access © 2015 Blackhawk Network 14

Achievers Leading Solution 2014 Baker’s Dozen Customer Satisfaction Surveys: Recognition For this survey, we required 13 responses from 8 companies, and we received feedback from more than 250 verified customers. In order to determine an overall ranking, we analyze results across three subcategories: service breadth, deal sizes, and quality. Using a predetermined algorithm that weighs questions and categories based on importance, we calculate scores in all three subcategories as well as an overall score. The rankings are based on those scores. The numbers presented in the tables represent those calculated scores; we include them to demonstrate the relative differences among the ranked service providers. Globoforce Achievers O.C. Tanner BI WORLDWIDE Madison Performance Group Inspirus Symbolist Rideau Recognition Solutions The TharpeRobbins Company Point Recognition Michael C. Fina MTM Recognition Rymax Marketing Services © 2015 Blackhawk Network 15

Achievers Client Base Achievers serves 200 clients including Fortune 500 companies, multi-national corporate and global consumer brands Healthcare Financial Services Hospitality Insurance Energy & Utilities Telecommunications Manufacturing Retail © 2015 Blackhawk Network 16

Achievers New Customers in 2014 © 2015 Blackhawk Network 17

Business Model Sources of Revenue Margin on providing rewards Service fees for shipping & handling and ongoing services Software license fees Implementation fees Contracts & Billing Contracts are typically for 1-3 years with auto renewals Customers typically billed quarterly for points for their master account which is then allocated to managers and employees for giving rewards and recognition Employee Redemption Employees establish accounts and accumulate points over a period of time Points are redeemed based on catalogs for prepaid cards and merchandise Prepaid cards constitute over 60% of the redemption mix © 2015 Blackhawk Network 18