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): November 2, 2021
EVO Payments, Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware | 001-38504 | 82-1304484 |
(State or other Jurisdiction of | (Commission | (IRS Employer |
Ten Glenlake Parkway, South Tower, Suite 950 | 30328 |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (770) 709-7374
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 (see General Instruction A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share | EVOP | NASDAQ |
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 5.02(d)Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021, the board of directors (the “Board”) of EVO Payments, Inc. (the “Company”) increased the number of directors constituting the Board from ten to eleven and appointed Nikki Harland to fill the resulting vacancy, effective March 1, 2022. Ms. Harland will serve as a Group II director of the Company. The Board has determined that Ms. Harland is an independent director within the meaning of Nasdaq Rule 5605.
Ms. Harland, age 46, is the Chief Operating Officer of Paradies Lagardère where she is responsible for overseeing the general operations and customer service initiatives for Paradies Lagardère’s Retail Division and Dining Division. Prior to her current role, Ms. Harland held several leadership roles at Paradies Lagardère, including President of the Retail Division and Senior Vice President of Human Resources, and was a founding member of the company’s Diversity and Inclusion Council. Prior to joining Paradies Lagardère in 2014, Ms. Harland held leadership positions at Gap, Inc., Toys “R” Us and Turner Broadcasting System.
Ms. Harland will receive compensation for her service on the Board consistent with the compensation paid to the Company’s other independent directors who are not affiliated with Blueapple, Inc. or Madison Dearborn Partners, LLC, which includes an annual cash retainer fee of $100,000. In addition, Ms. Harland will also enter into the Company’s standard indemnification agreement requiring the Company to indemnify Ms. Harland, to the fullest extent permitted under the Delaware General Corporation Law, against all expenses, losses and liabilities that may arise in connection with actual or threatened proceedings in which Ms. Harland is involved by reason of her service as a member of the Company’s board of directors.
Concurrent with Ms. Harland’s appointment, the Board also approved a $125,000 grant of restricted stock units to Ms. Harland with a grant date of March 1, 2022, all of which will vest on March 1, 2023.
There are no arrangements or understandings between Ms. Harland and any person pursuant to which she was appointed as a member of the Company’s board of directors. Ms. Harland does not have a family relationship with any of the executive officers or directors of the Company. There are no transactions in which Ms. Harland had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A copy of the press release announcing Ms. Harland’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
| Description |
99.1 |
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104 | | Cover page interactive data file (embedded within the Inline XBRL document) |
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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.
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| EVO Payments, Inc. | ||
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By: | /s/ Kelli E. Sterrett | ||
Name: | Kelli E. Sterrett | ||
Date: November 2, 2021 | Title: | Executive Vice President, General Counsel and Secretary |