Document

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 15, 2019
 
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.)
 
2050 West Sam Houston Parkway South, Suite 1300, 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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
Trading Symbol(s)
 
Name of each exchange on which registered
 Ordinary Shares, nominal value $0.01 per share
 CATM
 NASDAQ Stock Market




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 2019 Annual General Meeting of Shareholders of Cardtronics plc (the “Company”) held on May 15, 2019 (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: To elect Julie Gardner, Mark Rossi and Warren C. Jenson, each by separate ordinary resolution, to the Company’s Board of Directors as Class III directors to serve until the 2022 Annual General Meeting of Shareholders:
 
 
 
For
 
Against
 
Abstain
 
Broker Non-
Votes
Julie Gardner
 
42,872,858
 
107,378
 
118
 
1,555,372
Mark Rossi
 
42,372,406
 
607,807
 
141
 
1,555,372
Warren C. Jenson
 
42,895,688
 
84,527
 
139
 
1,555,372
 
Proposal No. 2: To elect Edward H. West to the Company’s Board of Directors as a Class II director to serve until the 2021 Annual General Meeting of Shareholders:
 
 
 
For
 
Against
 
Abstain
 
Broker Non-
Votes
Edward H. West
 
42,902,036
 
77,767
 
551
 
1,555,372
 
Proposal No. 3: To elect Douglas L. Braunstein to the Company’s Board of Directors as a Class I director to serve until the 2020 Annual General Meeting of Shareholders:
 
 
 
For
 
Against
 
Abstain
 
Broker Non-
Votes
Douglas L. Braunstein
 
42,901,966
 
77,837
 
551
 
1,555,372
 
The Company’s other continuing directors are Jorge M. Diaz, G. Patrick Phillips, Tim Arnoult and Juli Spottiswood.
 
Proposal No. 4:  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, 2019:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
44,099,859
 
435,470
 
397
 
0
 
Proposal No. 5: 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
44,184,299
 
351,333
 
94
 
0
 
Proposal No. 6: Authorization of the Audit Committee of the Board of Directors of the Company to determine the Company’s U.K. statutory auditors’ remuneration:



 
For
 
Against
 
Abstain
 
Broker Non-Votes
44,371,365
 
161,680
 
2,681
 
0
 
Proposal No. 7: 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
31,795,526
 
11,181,791
 
3,037
 
1,555,372
 
Proposal No. 8: Approval of, on an advisory basis, the directors’ remuneration report for the fiscal year ended December 31, 2019:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
33,388,171
 
11,142,361
 
5,194
 
0
 
Proposal No. 9: Receipt of the Company’s U.K. Annual Reports and Accounts:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
44,507,958
 
823
 
26,945
 
0
 
Proposal No. 10: Approval of the terms of the agreements and counterparties pursuant to which the Company may purchase its Class A ordinary shares:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
33,833,875
 
8,986,323
 
160,156
 
1,555,372
 
Proposal No. 11: Unconditionally authorize the Company, subject to and in accordance with the provisions of the U.K. Companies Act 2006, to send, convey or supply all types of notices, documents or information to the Company’s shareholders by electronic means, including making such notices, documents or information available on a website.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
42,977,705
 
70
 
2,579
 
1,555,372


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 20, 2019
 
 
 
 
 
 
By:
/s/ Aimie Killeen
 
 
Name: Aimie Killeen
 
 
Title: Company Secretary