8-K

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): December 17, 2013

OUTERWALL INC.

(Exact name of registrant as specified in its charter)

Delaware	000-22555	94-3156448
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1800 – 114th Avenue SE

Bellevue, Washington 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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2013, Tad K. Larsen resigned from his position as Chief Accounting Officer of Outerwall Inc. (“Outerwall” or the “Company”), effective as of January 11, 2014, in order to take a position at another company in the region.

On December 23, 2013, Outerwall announced that Peter Osvaldik will act as Interim Chief Accounting Officer of the Company, effective as of January 11, 2014.

Mr. Osvaldik, age 36, has served in various roles at the Company from 2010 to 2013, including as Controller for the Coinstar line of business and most recently as Outerwall’s Corporate Controller. Prior to that, he worked at PricewaterhouseCoopers LLP (an accounting firm) from 2001 to 2010, including as a Senior Manager in Audit and Business Advisory Services from 2008 to 2010. Mr. Osvaldik is a certified public accountant in the state of Washington.

Mr. Osvaldik’s offer letter (the “Offer Letter”) includes the following material terms:

• annual base salary of $200,000;

• target bonus opportunity to remain unchanged at 25% of base salary for 2013, based on achievement of performance goals;

• target long-term incentive compensation to be valued at $75,000 for 2014; and

• fringe benefits as provided by the Company from time to time.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K 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 transition matters and related compensation. Forward-looking statements are not guarantees of future actions, events 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 employees, including those beyond the Company’s control. For more information on factors that may affect future performance, results or actions, please review “Risk Factors” described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“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.

(d) Exhibits

Exhibit No.	Description
10.1	Offer Letter between Outerwall Inc. and Peter Osvaldik

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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.

	OUTERWALL INC.
Date: December 23, 2013	By:	/s/ Donald R. Rench
		Donald R. Rench
		Chief Legal Officer, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter between Outerwall Inc. and Peter Osvaldik

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EX-10.1

Exhibit 10.1

OuterwallTM

December 20, 2013

Dear Peter,

Outerwall is pleased to offer you the position of Interim Chief Accounting Officer with the company. Effective January 11, 2014 you will assume the title, authority and responsibilities of Chief Accounting Officer reporting directly to the Chief Financial Officer. This is an interim assignment and will conclude upon appointment of the Chief Accounting Officer position. This letter will serve to confirm our understanding of your acceptance of this position.

Salary

Effective for the period of the interim assignment, your compensation will be based on an annualized salary of $200,000, less all required withholding for taxes and social security. You will be paid bi-weekly (26 times per year).

Incentive Plans:

You are eligible to continue to participate in Outerwall’s incentive plans. Your target bonus opportunity will continue to be 25% of your base compensation and eligible earnings during the interim assignment will apply in the calculation of your target bonus. You will continue to participate in the bonus plan for shared service employees and/or similar plan in 2014.

As part of this interim assignment, your total 2014 Long-Term Incentive Plan (LTIP) will be targeted at $75,000. The final amount of the award will be determined in conjunction with our annual review process and may vary based on performance. This award is administered by the Outerwall Compensation Committee and will be subject to the terms of the Company’s 2011 Incentive Plan (“Equity Incentive Plan”) and the respective grant and award agreements. This equity award will be processed with the annual equity grants of other employees in February, 2014.

1800 114th Avenue SE, Bellevue, WA98004

P.O. Box91258 Bellevue.WA 98009

outerwall.com

Filing Bonus

Following the successful completion and timely filing of the 2014 10-K, you will be eligible for one-time bonus of $25,000. This bonus will be paid as soon as administratively feasible following the filing.

Benefits

You will continue to be eligible for your current Outerwall benefits.

Peter, if you agree with and accept the terms of this interim assignment, please sign and return one copy of this letter to me by December 23, 2013. Congratulations, I look forward to working more closely together.

Sincerely, Accepted by:

/s/ Galen C. Smith /s/ Peter Osvaldik Date 12/20/13

Galen C. Smith Peter Osvaldik

Chief Financial Officer