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):
September 11, 2019
ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
| | 001-15749
| | 31-1429215
|
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
3075 LOYALTY CIRCLE
COLUMBUS, OH 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(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:
☐
| | 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 |
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | ADS
| | New York Stock Exchange
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2019, in connection with her appointment as Alliance Data’s President and Chief Executive Officer, the Board of Directors of Alliance Data Systems Corporation (the “Company”) approved an increase in Melisa Miller’s base salary to $825,000 and an increase in the target payout percentage, effective beginning fiscal year 2020, for performance-based non-equity incentive plan compensation to 150% of her annualized base salary.
Also on September 11, 2019, in connection with his appointment as Alliance Data’s Executive Vice President and Chief Financial Officer, the Compensation Committee of the Board of Directors of the Company approved an increase in Tim King’s base salary to $525,000 and an increase in the target payout percentage, effective beginning fiscal year 2020, for performance-based non-equity incentive plan compensation to 100% of his annualized base salary.
For both Ms. Miller and Mr. King, their 2020 long-term equity incentive compensation will be determined and performance metrics will be established in the annual grant cycle in early 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Document Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | Alliance Data Systems Corporation |
| | | | |
| Date:September 13, 2019 | By: | | /s/ Joseph L. Motes III |
| | | | Joseph L. Motes III |
| | | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
