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):
April 11, 2022
Loyalty Ventures Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
| | 001-40776
| | 87-1353472
|
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
8235 DOUGLAS AVENUE, SUITE 1200
DALLAS, TEXAS 75225
(Address and Zip Code of Principal Executive Offices)
(972) 338-5170
(Registrant’s Telephone Number, including Area Code)
7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(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 (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:
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | LYLT
| | The Nasdaq Stock Market LLC
|
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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On April 11, 2022, Loyalty Ventures Inc. (the “Company”) announced in a press release a change in leadership at its AIR MILES® Reward Program segment, naming Shawn Stewart to the position of President effective May 2, 2022 and the departure of Blair F. Cameron effective April 5, 2022.
The material terms of Mr. Cameron’s separation agreement will be disclosed when they are finalized.
Item 7.01 Regulation FD Disclosure.
On April 11, 2022, the Company issued a press release announcing the leadership change set forth in Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Document Description |
| | | |
99.1
| | Press Release dated April 11, 2022. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Note: The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
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.
| | Loyalty Ventures Inc. |
| | | | |
| Date: April 11, 2022 | By: | | /s/ Cynthia L. Hageman |
| | | | Cynthia L. Hageman |
| | | | Executive Vice President, General Counsel and Secretary |
