8K - Submission of Matters to a Vote of Security Holders



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) May 8, 2014
___________________
HEARTLAND PAYMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)
 
Delaware
 
001-32594
 
22-3755714
(State or other jurisdiction
 
(Commission File No)
 
  (I.R.S. Employer
 of incorporation or organization)
 
 
 
  Identification Number)

90 Nassau Street, Princeton, New Jersey 08542
(Address of principal executive offices) (Zip Code)
(609) 683-3831
(Registrant's telephone number, including area code)

 
(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:
 
o Written communication 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 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to our stockholders at the 2015 Annual Meeting of Stockholders held on May 8, 2015:
•
The election of seven directors to our Board of Directors for terms expiring at the 2016 Annual Meeting of Stockholders or until their successors are duly elected and qualified as provided in our Bylaws.
•
The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2015.
•
The approval of our executive compensation by a non-binding advisory vote.
•
The approval of our Second Amended and Restated 2008 Equity Incentive Plan.

For more information about the foregoing proposals, see our proxy statement dated March 27, 2015. the relevant portions of which are incorporated herein by reference. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The final voting results consisting of the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
Director Nominee
 
Votes For
 
Withheld
 
Broker Non-Votes
Robert O. Carr
 
29,657,581
 
2,073,799
 
2,397,714
Maureen Breakiron-Evans
 
31,615,327
 
  116,053
 
2,397,714
Mitchell L. Hollin
 
31,289,477
 
441,903
 
2,397,714
Robert H. Niehaus
 
31,254,860
 
 476,520
 
2,397,714
Marc J. Ostro, Ph.D.
 
31,419,757
 
311,623
 
2,397,714
Jonathan J. Palmer
 
31,334,144
 
   397,236
 
2,397,714
Richard W. Vague
 
31,611,446
 
   119,934
 
2,397,714

The seven nominees who received the highest number of votes (all of the above individuals) were elected to the Board of Directors, and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.
Ratification of Deloitte & Touche LLP
The results of the voting included 32,769,276 votes for, 1,309,830 votes against, 49,988 votes abstained and no votes were broker non-votes. The appointment was ratified.
Non-binding Advisory Vote on Executive Compensation
The results of the voting included 29,069,128 votes for, 2,495,734 votes against, 166,518 votes abstained and 2,397,714 votes were broker non-votes. Our executive compensation was approved by a non-binding advisory vote.





Approval of our Second Amended and Restated 2008 Equity Incentive Plan
The results of the voting included 30,877,068 votes for, 836,976 votes against, 17,336 votes abstained and 2,397,714 votes were broker non-votes. Our Second and Amended Restated 2008 Equity Incentive Plan was approved.





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.
 
Dated:
May 12, 2015
 
 
 
 
 
 
 
Heartland Payment Systems, Inc.
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
By:
/s/ Samir M. Zabaneh
 
 
 
Samir M. Zabaneh
 
 
Chief Financial Officer