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):
June 7, 2017
ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE
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001-15749
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31-1429215
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(Address and Zip Code of Principal Executive Offices)
(214) 494-3000
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
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. [ ]
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2017, the Company's Annual Meeting was held at the Company's corporate headquarters at 7500 Dallas Parkway, Suite 700, Plano, Texas 75024. A total of 49,704,577 shares of the Company's common stock were present or represented by proxy at the Annual Meeting, representing approximately 88.95% of the Company's shares outstanding as of April 7, 2017, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:
(a) Each of Bruce K. Anderson, Roger H. Ballou, Kelly J. Barlow, D. Keith Cobb, E. Linn Draper, Jr., Edward J. Heffernan, Kenneth R. Jensen, Robert A. Minicucci, Timothy J. Theriault and Laurie A. Tucker was elected as a director of the Company to serve until the 2018 annual meeting of stockholders.
Bruce K. Anderson
45,520,755
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For
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1,586,320
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Against
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11,299
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Abstain
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2,586,203
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Broker Non-Votes
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Roger H. Ballou
45,423,314
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For
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1,683,858
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Against
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11,202
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Abstain
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2,586,203
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Broker Non-Votes
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Kelly J. Barlow
46,629,349
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For
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477,215
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Against
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11,810
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Abstain
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2,586,203
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Broker Non-Votes
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D. Keith Cobb
45,996,139
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For
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1,110,187
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Against
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12,048
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Abstain
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2,586,203
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Broker Non-Votes
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E. Linn Draper, Jr.
46,175,347
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For
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930,599
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Against
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12,428
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Abstain
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2,586,203
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Broker Non-Votes
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Edward J. Heffernan
46,793,124
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For
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315,458
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Against
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9,792
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Abstain
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2,586,203
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Broker Non-Votes
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Kenneth R. Jensen
45,767,556
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For
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1,338,710
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Against
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12,108
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Abstain
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2,586,203
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Broker Non-Votes
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Robert A. Minicucci
45,649,293
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For
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1,447,608
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Against
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21,473
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Abstain
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2,586,203
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Broker Non-Votes
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Timothy J. Theriault
46,961,322
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For
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145,022
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Against
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12,030
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Abstain
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2,586,203
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Broker Non-Votes
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Laurie A. Tucker
46,865,730
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For
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240,730
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Against
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11,914
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Abstain
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2,586,203
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Broker Non-Votes
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(b) Executive compensation was approved, on an advisory basis, by the Company's stockholders.
46,360,370
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For
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700,998
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Against
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57,006
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Abstain
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2,586,203
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Broker Non-Votes
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(c) The frequency of holding an advisory vote annually was approved, on an advisory basis, by the Company's stockholders.
43,961,323
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Annual
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16,042
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Biennial
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3,119,640
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Triennial
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21,369
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Abstain
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2,586,203
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Broker Non-Votes
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Based on these voting results and in accordance with their recommendation, the Board of Directors determined to hold an advisory vote on executive compensation annually. The next required advisory vote on the frequency of advisory votes on executive compensation will be held at the 2023 annual meeting of stockholders.
(d) The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017 was ratified by the Company's stockholders.
48,936,294
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For
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750,335
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Against
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17,948
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Abstain
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Alliance Data Systems Corporation
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Date: June 8, 2017
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By:
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/s/ Charles L. Horn
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Charles L. Horn
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Executive Vice President and
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Chief Financial Officer
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