Item 5.02 Departure of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2021, Cardtronics plc and Cardtronics USA, Inc. (together, the
"Company") entered into an agreement with Edward H. West (the "Agreement") that
will become effective upon the closing (the "Closing") of the transactions
contemplated by the Acquisition Agreement between Cardtronics plc and NCR
Corporation, dated January 25, 2021 (the "Acquisition Agreement"). The Agreement
provides for certain payments and benefits that will become due to Mr. West in
connection with the Closing.
Pursuant to the Agreement, subject to and ninety days following the Closing (but
not later than March 15 of the year following the year of the Closing), Mr. West
will receive a single lump sum cash payment equal to the aggregate of two times
his base salary in effect at such time and two times the average of the annual
bonus he received for calendar year 2019 and his target bonus for 2020.
Following the payment of such amounts, Mr. West will no longer be entitled to
such payments under his employment agreement with the Company, dated December 6,
2017, upon a future termination of employment.
At Closing, Mr. West's outstanding equity awards as of the Closing will be
treated in accordance with the Acquisition Agreement, as described on pages 63
to 65 of the definitive merger proxy statement filed by the Company with the
Securities and Exchange Commission ("SEC") on March 30, 2021 (the "Merger
Proxy"). Under the Agreement, subject to and immediately following the Closing:
(i) Mr. West's performance-based vesting restricted stock units and market-based
vesting restricted stock units granted in calendar years 2019 and 2020 will vest
in full and will be converted into the right to receive a cash payment equal to
the volume weighted average of the closing sale price per share of NCR common
stock on the New York Stock Exchange for the ten full consecutive trading days
ending on and including the third trading day prior to the Effective Date (as
defined in the Acquisition Agreement) rounded up to the fourth decimal place
(the "Trading Price"), per share of NCR common stock subject to such awards,
payable on the settlement date under the award agreement pursuant to which such
award was granted; (ii) Mr. West's time-based vesting restricted stock units,
performance-based vesting restricted stock units and market-based vesting
restricted stock units granted in calendar year 2021 shall vest in full and
shall be settled in cash based on a price per share of NCR common stock equal to
the Trading Price, within thirty days following the Closing; and (iii) Mr.
West's non-qualified stock options will remain exercisable until the earlier of
(a) the date that is at least one year following the termination of his
employment for any reason and (b) the 10th anniversary of the grant date of such
option.
Item 8.01 Other Events.
In connection with the Closing, the Court Hearing is currently planned to be
held on June 17, 2021, at a time to be fixed by the Court and notified to
shareholders. Shareholders are entitled to appear and make representations at
the Court Hearing, although they are not obliged to do so. Shareholders who wish
to appear at the Court Hearing (or wish to instruct counsel to attend the Court
Hearing and to make representations to the Court on their behalf)should give
notice of their intention to do so to the Company's solicitors by email to
CardtronicsSanctionHearing@ashurst.com, as soon as possible, specifying their
name and email address, and if applicable, the name and email address of their
counsel. Capitalized terms used in this paragraph have the meaning given to them
in the Acquisition Agreement, which is included as Annex A to the Merger Proxy.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act"), including statements containing the words "expect," "intend," "plan,"
"believe," "will," "should," "would," "could," "may," and words of similar
meaning, as well as other words or expressions referencing future events,
conditions or circumstances. The Company intends these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Act.
Statements that describe or relate to the pending acquisition of the Company by
NCR and other statements that do not relate to historical or current fact, are
examples of forward-looking statements. Forward-looking statements are not
guarantees of future performance, and there are a number of important factors
that could cause actual outcomes and results to differ materially from the
results contemplated by such forward-looking statements, including those factors
listed in Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K
filed with the SEC on March 1, 2021, and those factors detailed from time to
time in the Company's other SEC reports including quarterly reports on Form 10-Q
and current reports on Form 8-K. The Company does not undertake any obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
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