UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 17, 2014
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Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-31648 (Commission File Number) | 74-2806888 (I.R.S. Employer Identification No.) |
3500 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) | On September 17, 2014, the Board of Directors (the “Board”) of Euronet Worldwide, Inc. (the “Company”), pursuant to applicable provisions of the Company’s Bylaws, appointed Mark R. Callegari to the Board, effective on the date of appointment. This appointment increases the Board’s membership to a total of nine directors, divided among three classes, with Mr. Callegari to serve as a Class II director with a term expiring at the Company’s Annual Meeting of Stockholders in 2017. Mr. Callegari was also appointed to the Nominating and Corporate Governance and Compensation Committees of the Board. |
Mr. Callegari is the Founder and Chief Executive Officer of Callegenix, LLC, an industry leader in lighting control and microprocessing systems. Mr Callegari received a Bachelor of Science degree from Rockhurst University and is the holder of two patents on the process of illuminating building facades.
The Board has determined that Mr. Callegari is an independent director under the Nasdaq Global Select Market listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines (available on Company’s Web site at www.euronetworldwide.com, under Investor Relations — Corporate Governance).
For his service, Mr. Callegari will receive compensation that is commensurate with that received by the Company’s other non-management directors, although the annual retainer and stock based compensation will be pro-rated to reflect his length of service in 2014. Non-management director annual compensation for fiscal year 2014 is comprised of 50% cash ($75,000) and 50% immediately vesting Company stock (grant date fair value of $75,000) for a total aggregate amount of $150,000.
A copy of the Company’s press release announcing the appointment of Mr. Callegari is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description |
99.1 | Exhibit 99.1 - Press Release dated September 23, 2014 |
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.
Euronet Worldwide, Inc. | ||
By: | /s/ Jeffrey B. Newman | |
Jeffrey B. Newman | ||
Executive Vice President and General Counsel | ||
Date: September 23, 2014 | ||
INDEX TO EXHIBITS
Exhibit Number | Description |
99.1 | Exhibit 99.1 - Press Release dated September 23, 2014 |
Contact:
Euronet Worldwide, Inc.
Stephanie Taylor
+1-913-327-4200
Euronet Worldwide Appoints Mark R. Callegari to Board of Directors
LEAWOOD, KANSAS, USA – September 23, 2014 - Euronet Worldwide, Inc. (“Euronet” or the “Company”) (NASDAQ: EEFT), a leading electronic payments provider, today announced the appointment of Mark R. Callegari to its Board of Directors, along with positions on the Board’s Nominating and Corporate Governance and Compensation Committees. Mr. Callegari is the Founder and Chief Executive Officer of Callegenix, LLC, a leader in building illumination and microprocessor control systems.
“We are extremely pleased to welcome Mr. Callegari to our board,” said Michael J. Brown, Euronet's Chairman and Chief Executive Officer. “He is a talented and proven entrepreneur with valuable insight and tremendous experience with developing industry leading technology solutions.”
Along with Callegenix, Mr. Callegari also founded LightWild, LLC, a leader in LED lighting solutions; Tidestone Technologies, Inc., developer of Microsoft excel-based management reporting solutions; and Visual Components, Inc., developer of desktop software solutions for IT professionals. Mr. Callegari holds a Bachelor of Science Degree in Business Administration from Rockhurst University, and has received two United States patents on the process of illuminating building facades.
About Euronet Worldwide, Inc.
Euronet Worldwide is an industry leader in processing secure electronic financial transactions. The Company offers payment and transaction processing solutions to financial institutions, retailers, service providers and individual consumers. These services include comprehensive ATM, POS and card outsourcing services, card issuing and merchant acquiring services, software solutions, cash-based and online-initiated consumer-to-consumer and business-to-business money transfer services, and electronic distribution of prepaid mobile phone time and other prepaid products.
Euronet's global payment network is extensive - including 19,313 ATMs, approximately 69,000 EFT POS terminals and a growing portfolio of outsourced debit and credit card services which are under management in 44 countries; card software solutions; a prepaid processing network of approximately 664,000 POS terminals at approximately 294,000 retailer locations in 33 countries; and a global money transfer network of approximately 235,000 locations serving 131 countries. With corporate headquarters in Leawood, Kansas, USA, and 54 worldwide offices, Euronet serves clients in approximately 155 countries. For more information, please visit the Company's website at www.euronetworldwide.com.