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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Blackhawk Network Holdings, Inc. (delisted) | NASDAQ:HAWK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.15 | 45.10 | 45.30 | 0 | 01:00:00 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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43-2099257
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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6220 Stoneridge Mall Road
Pleasanton, CA
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94588
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The Nasdaq Stock Market LLC
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Name
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Age
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Director Since
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Position/Office Held With the Company
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Anil D. Aggarwal
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48
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February 2016
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Director
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Richard H. Bard
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70
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October 2014
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Director
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Thomas Barnds
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49
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February 2017
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Director
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Steven A. Burd
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68
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August 2007
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Director
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Robert L. Edwards
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62
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July 2008
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Director
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Mohan Gyani
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66
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August 2007
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Director
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Paul Hazen
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76
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August 2007
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Director
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Robert B. Henske
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56
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April 2017
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Director
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Talbott Roche
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51
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February 2016
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President, Chief Executive Officer and Director
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Arun Sarin
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63
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August 2009
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Director
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William Y. Tauscher
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68
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August 2007
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Chairman of the Board and Executive Chairman
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Jane J. Thompson
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66
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October 2014
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Director
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Name of Director
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Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
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Anil D. Aggarwal
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M
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Richard H. Bard
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— (1)
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C
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Thomas Barnds
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M (2)
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Steven A. Burd
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— (3)
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M
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Robert L. Edwards
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C (4)
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Mohan Gyani
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M (5)
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Paul Hazen
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C
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Robert B. Henske
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M (6)
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Talbott Roche
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Arun Sarin
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M
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William Y. Tauscher
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Jane J. Thompson
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M
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(1)
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Mr. Bard served as a member of the Audit Committee until he resigned from it on October 9, 2017.
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(2)
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Mr. Barnds was elected to serve as a member of the Audit Committee on February 13, 2017.
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(3)
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Mr. Burd served as a member of the Audit Committee until he resigned from it on February 27, 2017.
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(4)
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Mr. Edwards was elected to serve as a member of the Audit Committee and as its Chair on April 17, 2017.
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(5)
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Mr. Gyani served as a member of the Audit Committee during 2017 and as its Chair until April 17, 2017.
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(6)
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Mr. Henske was elected to serve as a member of the Audit Committee as Mr. Bard’s successor on October 9, 2017.
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Name
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Age
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Position/Office Held With the Company
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Talbott Roche
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51
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President and Chief Executive Officer
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William Y. Tauscher
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68
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Chairman of the Board and Executive Chairman
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Charles O. Garner (1)
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48
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Chief Financial Officer
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David C. Tate
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49
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Senior Vice President, U.S. Retail
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Gregory Brown (2)
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49
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Senior Vice President, International
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Kirsten Richesson
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48
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General Counsel and Secretary
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Sachin Dhawan
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43
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Senior Vice President, Chief Technology Officer
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(1)
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Mr. Garner was hired as Chief Financial Officer on October 23, 2017.
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(2)
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Mr. Brown was promoted to Senior Vice President, International on June 19, 2017 and became an executive officer in August 2017.
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•
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Talbott Roche, President and Chief Executive Officer (our “CEO”);
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•
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Charles O. Garner, Chief Financial Officer;
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•
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Jerry Ulrich, Former Chief Financial Officer and Chief Administrative Officer;
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•
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William Y. Tauscher, Chairman of the Board and Executive Chairman;
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•
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David C. Tate, Senior Vice President, U.S. Retail; and
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•
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Gregory Brown, Senior Vice President, International.
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•
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Adjusted operating revenues totaled $1,079.7 million, a 21% increase from $889.3 million for the fiscal year ended December 31, 2016. This increase was due to an 84% increase in adjusted operating revenues from the international segment which includes the acquisition of Grass Roots in late 2016; a 17% increase in adjusted operating revenues from the incentives and rewards segment primarily due to growth in loyalty and the Achievers businesses; and a 5% increase in adjusted operating revenues from the U.S. Retail segment driven by the addition of Target as a distribution partner and the acquisition of CashStar, partially offset by a decline at Cardpool.
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•
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Adjusted EBITDA totaled $224.9 million, an increase of 19% from $189.2 million for the fiscal year ended December 31, 2016. Growth in adjusted EBITDA was driven by growth in each of the three operating segments as described above, partially offset by a loss at Cardpool.
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•
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Adjusted net income totaled $94.9 million, an increase of 16% from $82.0 million for the fiscal year ended December 31, 2016.
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•
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Adjusted diluted EPS was $1.64, an increase of 15% from $1.43 for the fiscal year ended December 31, 2016.
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Non-GAAP Results
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FY'17
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FY'16
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$ in millions except per share amounts
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Adjusted Operating Revenues
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$
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1,079.7
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$
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889.3
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Adjusted EBITDA
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224.9
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189.2
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Adjusted Net Income
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94.9
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82.0
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Adjusted Diluted Earnings per Share
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1.64
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1.43
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•
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Base Salary Changes: the Compensation Committee approved annual salary increases between 0 and 6.67% for each of the NEOs, except for Mr. Tauscher, whose annual salary was decreased by 21.2% in recognition of his transition out of the Chief Executive Officer role and his reduced level of responsibilities and Mr. Brown, whose annual salary was increased by 32% in connection with his promotion to the role of Senior Vice President of International and his increased level of responsibilities.
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•
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Short-Term Cash Bonuses: cash bonuses earned for 2017 ranged from 71.25% to 96.1% of the NEOs’ target cash bonus opportunities. Our CEO earned a cash bonus of $564,520, equal to 71.25% of her target award.
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•
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Long-Term Incentive Compensation: the Compensation Committee increased the weighting of PSAs to 50% of the total long-term incentive compensation opportunities for the eligible NEOs and discontinued the granting of Options. The remaining 50% of the NEOs’ long-term incentive compensation opportunities are in the form of time-based RSU awards that may be settled for shares of Common Stock. PSA awards that also may be settled for shares of Common Stock are subject to achievement of pre-established performance objectives over a 3-year time horizon.
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•
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provide our executives with rewards programs that are competitive with those provided by other companies with whom we compete for executive talent, in order to attract, motivate and retain high performance individuals;
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•
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link a significant portion of compensation including annual cash-based bonuses to performance-based metrics that reward our executives for the attainment of our financial, operational and strategic goals; and
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•
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motivate our executives to improve our long-term performance and align them with stockholders by making equity-based compensation a significant portion of their target total direct compensation opportunity.
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What We Do
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What We Don’t Do
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ü
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Place a significant percentage of compensation at risk to align pay and performance
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Χ
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No historical repricing of underwater Options and no repricing allowed without stockholder approval
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ü
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Regularly review share utilization to ensure reasonable dilution levels
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Χ
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No dividend or dividend equivalents paid on unearned performance awards
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ü
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Grant a portion of long-term equity incentives as performance-based awards
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Χ
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No tax gross-ups (except in connection with certain reimbursements of business travel expenses for our current CFO)
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ü
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Provide reasonable post-employment/change in control provisions
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Χ
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No perquisites or supplementary retirement benefits (except frozen benefits with Safeway)
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ü
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Utilize an independent compensation consulting firm
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ü
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Annually review our compensation programs to evaluate incentives for risk that may have an adverse impact on our business
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ü
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Maintain Clawback, Anti-Hedging and Stock Ownership Policies for executives
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Compensation Element
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Objective
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Design Overview
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Base Salary
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—
Provide a stable part of the compensation package; recognize ongoing performance of job responsibilities and provide a degree of financial certainty
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Fixed compensation that is generally aligned with market median for comparable roles
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Annual Performance-Based Cash Compensation (Bonuses)
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—
Emphasize corporate and individual objectives and provide reward opportunities for our NEOs when key business objectives are met
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—
Payouts based on our Adjusted Pre-Tax Income achievement relative to pre-established targets, other than Mr. Brown, whose payout is based on both the level of our Adjusted Pre-Tax Income achievement relative to pre-established targets and the level of our Adjusted International EBITDA relative to pre-established targets
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Maximum payout opportunities, as a percentage of base salary, were generally maintained at the same levels as in the prior year and required a challenging 120% of target achievement to pay out at the maximum level
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Long-term Equity Incentive Compensation
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—
Incentivize and reward increases in stockholder value
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Link pay to business performance and align the management team with stockholder results
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—
NEOs other than Messrs. Brown and Garner were granted 50% of target LTI value in the form of time-vesting RSUs and 50% in the form of PSAs that will be earned based on multi-year financial performance. Messrs. Brown and Garner were granted 100% of target LTI value in the form of time-vesting RSUs.
—
2017 PSAs have three 1-year performance periods with a three-year cliff vesting requirement. For each performance period, the performance metrics are Adjusted Operating Revenue, Further Adjusted and Adjusted EPS (1)
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RSUs vest in equal annual installments over a four-year time horizon
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401(k) and other benefits also provided to the broader employee population
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—
Allow for retirement savings in a tax-efficient manner and provide a basic level of protection from health, dental, life and disability risks and provide a degree of financial certainty
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—
Executive benefits plans align with all other employees, and include Section 401(k) and health and welfare plans
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Severance and change-in-control agreements for senior executives only
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(1)
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Please see the section titled “⎯Elements
of Compensation
⎯
2017 Equity Awards
” in this report for further information regarding Adjusted Operating Revenue, Further Adjusted and Adjusted EPS.
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•
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Reviewed and updated the peer group of comparable public companies for purposes of determining executive compensation levels;
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•
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Reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our NEOs and other executives;
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•
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Attended meetings of the Compensation Committee;
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•
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Provided advice on governance best practices and market trends; and
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•
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Advised on other ad hoc matters related to rewarding top executive talent.
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•
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Analyzed the compensation levels and practices of the companies in our compensation peer group;
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•
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Reviewed the competitiveness of compensation paid to our NEOs including base salary, annual cash incentive awards and long-term incentive awards;
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•
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Reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our NEOs and other executives; and
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•
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Provided ad hoc advice and support.
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•
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represent an appropriate range from a size and scope perspective;
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•
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operate in Data Processing & Outsourced Services, Application Software or Consumer Finance industries; and
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•
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are talent competitors.
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Company
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|
Revenue (1)(2)
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TOTAL SYSTEM SERVICES INC
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$3,755
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VANTIV INC
|
|
$3,476
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SABRE CORP
|
|
$3,302
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GLOBAL PAYMENTS INC
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|
$3,089
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AIMIA INC
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|
$2,333
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VERIFONE SYSTEMS INC
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|
$1,992
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EURONET WORLDWIDE INC
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|
$1,909
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CORELOGIC INC
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|
$1,869
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FLEETCOR TECHNOLOGIES INC
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$1,747
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WORKDAY INC
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$1,456
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HENRY (JACK) & ASSOCIATES
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$1,378
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CARDTRONICS PLC
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$1,259
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BLACK KNIGHT FINANCIALS SVCS
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$1,002
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ACI WORLDWIDE INC
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$972
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WEX INC
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$940
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75th Percentile
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$2,711
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50th Percentile
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$1,869
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25th Percentile
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$1,318
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BLACKHAWK
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$1,876
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Percentile Rank
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51
st
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(1)
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Data presented in the table above are for the four most recently disclosed four quarters as of December 31, 2017, as reported by Standard and Poor’s Research Insight.
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(2)
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All dollar amounts are reported in USD millions.
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Executive Officer
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2016 Base Salary ($)
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2017 Base Salary ($)
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2017 Change in Salary (%)
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Talbott Roche
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$
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750,000
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$
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800,000
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+6.7
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%
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Charles O. Garner (1)
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N/A
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535,000
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N/A
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%
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Jerry Ulrich
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461,250
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461,250
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(3)
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0.0
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%
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William Tauscher
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825,000
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650,000
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-21.2
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%
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David C. Tate
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400,000
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425,000
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+6.3
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%
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Gregory Brown (2)
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N/A
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375,000
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N/A
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%
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(1)
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Mr. Garner joined the Company in October 2017.
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(2)
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Mr. Brown was not a named executive officer in 2016.
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(3)
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Mr. Ulrich retired in November 2017.
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Metrics
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||||||
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Adjusted
Pre‑Tax Income (1)
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Adjusted International EBITDA (2)
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||||
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Bonus Target (% of Salary)
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%
Attainment |
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Weighting
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%
Attainment |
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Weighting
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Calculated Bonus (% of Target)
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Talbott Roche
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100%
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88.5%
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100%
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N/A
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0%
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71.3%
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Charles O. Garner
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80%
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88.5%
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100%
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N/A
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0%
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78.4%
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Jerry Ulrich (3)
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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William Y. Tauscher
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80%
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88.5%
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100%
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N/A
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0%
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78.4%
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David C. Tate
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80%
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88.5%
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100%
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N/A
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0%
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78.4%
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Gregory Brown (4)
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80%
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88.5%
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50%
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105.5%
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50%
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96.1%
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(1)
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“Adjusted Pre-Tax Income” means pre-tax income, excluding any credit or expense taken for distribution partner mark-to-market expense, stock-based compensation expense, warrant amortization, interest income and expense, change in fair value of contingent consideration, amortization of intangible assets, corporate acquisitions (unless an acquisition was specifically included in the annual operating plan target) and certain other non-cash and cash expenses that we believe are not indicative of our core operating performance.
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(2)
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“Adjusted International EBITDA” means International EBITDA per the general ledger with the following “adjustments or add-backs”: Stock compensation expense, Warrant amortization, Mark-to-market, Contingent consideration, and Acquisitions.
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(3)
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Mr. Ulrich retired in November 2017 and did not receive a bonus for his services in 2017.
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(4)
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The data in this row reflects Mr. Brown’s performance metrics, bonus as percentage of his salary and bonus as percentage of the target after he was promoted to Senior Vice President, International. In connection with his promotion, the performance metrics became Adjusted Pre-Tax Income, weighted 50%, and Adjusted International EBITDA, weighted 50%.
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Threshold
(80% of Target Performance)
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Target
(100% of Target Performance)
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Maximum
(120% of Target Performance)
|
Named Executive Officer
|
|
Bonus
(% of Salary) |
|
Bonus
(% of Salary) |
|
Bonus
(% of Salary) |
Talbott Roche
|
|
50%
|
|
100%
|
|
150%
|
Charles O. Garner
|
|
50%
|
|
80%
|
|
120%
|
Jerry Ulrich
|
|
50%
|
|
80%
|
|
120%
|
William Y. Tauscher
|
|
50%
|
|
80%
|
|
120%
|
David C. Tate
|
|
50%
|
|
80%
|
|
120%
|
Gregory Brown
|
|
50%
|
|
80%
|
|
120%
|
|
Performance Attainment by Metrics
|
||
|
Adjusted Pre-Tax Income ($M)
|
|
Adjusted International EBITDA ($M)
|
Threshold Goal
|
$143.2
|
|
$50.9
|
Target Goal
|
$179.1
|
|
$63.6
|
Maximum Goal
|
$214.9
|
|
$76.3
|
Actual Results
|
$158.6
|
|
$67.1
|
Attainment
|
88.5%
|
|
105.5%
|
Named Executive Officer
|
|
2017 Restricted Stock Unit Grants
|
|
2017 Performance Share Award Grants (Target)
|
||||
Talbott Roche
|
|
48,700
|
|
|
|
48,700
|
|
|
Charles O. Garner
|
|
100,000
|
|
|
|
—
|
|
|
Jerry Ulrich
|
|
13,550
|
|
(1)
|
|
13,550
|
|
(1)
|
William Y. Tauscher
|
|
23,700
|
|
|
|
23,700
|
|
|
David C. Tate
|
|
14,400
|
|
|
|
14,400
|
|
|
Gregory Brown
|
|
40,350
|
|
|
|
—
|
|
|
(1)
|
With respect to the RSU grant of 13,550 shares and the PSA grant of 13,550 shares, 3,388 shares of each grant were subsequently canceled upon Mr. Ulrich’s separation from service from the Company in November 2017.
|
|
|
Executive Officer Eligibility for 2017 Performance Shares
|
|||||||
Named Executive Officer
|
|
Threshold Number of Performance Shares
|
|
Target Number of Performance Shares
|
|
Maximum Number of Performance Shares
|
|||
Talbott Roche
|
|
24,350
|
|
|
48,700
|
|
|
97,400
|
|
Charles O. Garner
|
|
—
|
|
|
—
|
|
|
—
|
|
Jerry Ulrich
|
|
6,775
|
|
|
13,550
|
|
|
27,100
|
|
William Y. Tauscher
|
|
11,850
|
|
|
23,700
|
|
|
47,400
|
|
David C. Tate
|
|
7,200
|
|
|
14,400
|
|
|
28,800
|
|
Gregory Brown
|
|
—
|
|
|
—
|
|
|
—
|
|
Named Executive Officer
|
|
Number of Earned 2016
‑
2018 Performance Shares Based on 2017 Performance
(1/3 of target shares)
|
|
Number of Earned 2017-2019 Performance Shares Based on 2017 Performance
(1/3 of target shares) |
|
Talbott Roche
|
|
5,635
|
|
10,876
|
|
Charles O. Garner
|
|
N/A
|
|
N/A
|
|
Jerry Ulrich
|
|
1,698
|
|
2,269
|
(1)
|
William Y. Tauscher
|
|
5,635
|
|
5,293
|
|
David C. Tate
|
|
1,543
|
|
3,216
|
|
Gregory Brown
|
|
N/A
|
|
N/A
|
|
(1)
|
This represents the adjusted number of shares pursuant to Mr. Ulrich’s severance agreement.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock Awards ($)(4)
|
|
Option Awards ($)(4)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Change in Pension and Non-Qualified Deferred Compensation Earnings ($)
|
|
All other Compensation ($)
|
|
Total Compensation ($)
|
||||||||||||||||
Talbott Roche
President and Chief Executive Officer
|
|
2017
|
|
$
|
794,231
|
|
|
$
|
3,701,200
|
|
|
|
$
|
—
|
|
|
$
|
564,520
|
|
|
$
|
—
|
|
|
$
|
6,529
|
|
|
|
$
|
5,066,480
|
|
|
2016
|
|
736,539
|
|
|
2,397,045
|
|
|
|
1,199,143
|
|
|
—
|
|
|
—
|
|
|
6,258
|
|
|
|
4,338,985
|
|
||||||||
|
2015
|
|
636,538
|
|
|
1,650,442
|
|
|
|
920,329
|
|
|
582,963
|
|
|
—
|
|
|
21,754
|
|
|
|
3,812,026
|
|
||||||||
Charles O. Garner (1)
Chief Financial Officer
|
|
2017
|
|
82,308
|
|
|
3,470,000
|
|
|
|
—
|
|
|
51,648
|
|
|
—
|
|
|
51,415
|
|
(6)
|
|
3,655,371
|
|
|||||||
Jerry Ulrich (2)
Former Chief Financial Officer and Chief Administrative Officer
|
|
2017
|
|
423,995
|
|
|
1,029,800
|
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,737
|
|
(7)
|
|
1,577,532
|
|
|||||||
|
2016
|
|
459,736
|
|
|
722,610
|
|
|
|
360,973
|
|
|
—
|
|
|
—
|
|
|
7,971
|
|
|
|
1,551,290
|
|
||||||||
|
2015
|
|
443,269
|
|
|
770,467
|
|
|
|
430,154
|
|
|
372,702
|
|
|
—
|
|
|
20,841
|
|
|
|
2,037,433
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock Awards ($)(4)
|
|
Option Awards ($)(4)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Change in Pension and Non-Qualified Deferred Compensation Earnings ($)
|
|
All other Compensation ($)
|
|
Total Compensation ($)
|
||||||||||||||||
William Y. Tauscher
Chairman of the Board and Executive Chairman
|
|
2017
|
|
670,192
|
|
|
1,801,200
|
|
|
|
—
|
|
|
424,769
|
|
|
—
|
|
|
9,758
|
|
|
|
2,905,919
|
|
|||||||
|
2016
|
|
825,000
|
|
|
2,397,045
|
|
|
|
1,199,143
|
|
|
—
|
|
|
—
|
|
|
9,720
|
|
|
|
4,430,908
|
|
||||||||
|
2015
|
|
819,292
|
|
|
3,950,110
|
|
|
|
2,202,787
|
|
|
863,938
|
|
|
—
|
|
|
42,027
|
|
|
|
7,878,154
|
|
||||||||
David C. Tate
Senior Vice President, U.S. Retail
|
|
2017
|
|
439,135
|
|
|
1,094,400
|
|
|
|
—
|
|
|
265,300
|
|
|
—
|
|
|
5,309
|
|
|
|
1,804,144
|
|
|||||||
|
2016
|
|
393,296
|
|
|
656,565
|
|
|
|
327,766
|
|
|
—
|
|
|
—
|
|
|
4,343
|
|
|
|
1,381,970
|
|
||||||||
|
2015
|
|
347,480
|
|
|
473,231
|
|
|
|
263,427
|
|
|
287,972
|
|
|
—
|
|
|
8,143
|
|
|
|
1,380,253
|
|
||||||||
Gregory Brown (3)
Senior Vice President, International
|
|
2017
|
|
332,437
|
|
|
1,640,050
|
|
|
|
—
|
|
|
255,130
|
|
|
—
|
|
|
4,380
|
|
|
|
2,231,997
|
|
(1)
|
Mr. Garner joined the Company in October 2017.
|
(2)
|
Mr. Ulrich retired in November 2017.
|
(3)
|
Mr. Brown was promoted to Senior Vice President, International in June 2017 and became an executive officer in August 2017.
|
(4)
|
Amounts represent the aggregate grant date fair value of Options, RSUs, and PSAs, as applicable, granted during the applicable year and calculated in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all of these awards in Notes 1 and 8 to our financial statements included in our Form 10-K filed February 28, 2018. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting of the stock awards or the sale of the common stock underlying such awards. In addition, the maximum potential value of the PSAs granted to Ms. Roche and Messrs. Tauscher, Ulrich and Tate was $3,701,200, $1,801,200, $1,029,800 and $1,094,400, respectively, assuming the Company achieved the maximum goal for each performance criteria (the grant date fair value per share on February 13, 2017 was $38.00). Messrs. Garner and Brown were not eligible for and did not receive any PSA grants in 2017.
|
(5)
|
Includes the grant date fair value as of February 13, 2017 for an RSU grant of 13,550 shares, 3,388 shares of which were subsequently canceled upon Mr. Ulrich’s separation from service from the Company in November 2017 and the grant date value of a PSA of 13,550 shares (at target), 3,388 of which were subsequently canceled upon his separation from service from the Company.
|
(6)
|
This amount consists of (i) life insurance premium of $80 paid by the Company on behalf of him, (ii) the Company’s reimbursement of $20,154 for his travel and temporary housing prior to relocation pursuant to his offer letter; (iii) “gross-up” tax reimbursement of $31,181 in connection with the reimbursement described in (ii) above.
|
(7)
|
This amount consists of (i) life insurance premium of $812 paid by the Company; (ii) the Company’s matching contributions of $5,541 to the Blackhawk Network 401(k) Plan; (iii) an earned cash amount of $115,312 for his transition services, the payment of which will be made in 2018, and (iv) $2,072 for COBRA reimbursement pursuant to his Separation Agreement.
|
•
|
the annual total compensation of our median employee was $60,454;
|
•
|
the annual total compensation of our CEO, as reported in the 2017 Summary Compensation Table and adjusted as described below, was $5,066,480; and
|
•
|
thus, for 2017, the annual compensation of our CEO, Ms. Roche, was approximately 84 times that of the median of the annual total compensation of all employees. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
|
Name
|
|
Grant Date
|
|
Date of Corporate Action
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
All Other Option Awards: Number of Securities Underlying Option (#)
|
|
Exercise or Base Price of Option Awards Per Share ($)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(3)
|
|||||||||||||||||||||||
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold(#)
|
|
Target
(#)
|
|
Maximum(#)
|
|
|
|
|
|||||||||||||||||||||||
Talbott Roche
|
|
02/13/2017
|
|
02/13/2017
|
|
$
|
400,000
|
|
|
$
|
800,000
|
|
|
$
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,350
|
|
|
48,700
|
|
|
97,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,850,600
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,700
|
|
|
—
|
|
|
—
|
|
|
1,850,600
|
|
|||||
Jerry Ulrich
|
|
02/13/2017
|
|
02/13/2017
|
|
230,625
|
|
|
369,000
|
|
|
553,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,775
|
|
|
13,550
|
|
|
27,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
514,900
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,550
|
|
|
—
|
|
|
—
|
|
|
514,900
|
|
|||||
Charles. O. Garner
|
|
10/23/2017
|
|
10/19/2017
|
|
267,500
|
|
|
428,000
|
|
|
642,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
10/23/2017
|
|
10/19/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
3,470,000
|
|
|||||
William Y. Tauscher
|
|
02/13/2017
|
|
02/13/2017
|
|
325,000
|
|
|
520,000
|
|
|
780,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,850
|
|
|
23,700
|
|
|
47,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900,600
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,700
|
|
|
|
|
|
|
900,600
|
|
|||||||
David C. Tate
|
|
02/13/2017
|
|
02/13/2017
|
|
212,500
|
|
|
340,000
|
|
|
510,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,200
|
|
|
14,400
|
|
|
28,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
547,200
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,400
|
|
|
—
|
|
|
—
|
|
|
547,200
|
|
|||||
Gregory Brown
|
|
06/19/2017
|
|
04/24/2017
|
|
187,500
|
|
|
300,000
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
02/13/2017
|
|
02/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,350
|
|
|
—
|
|
|
—
|
|
|
203,300
|
|
|||||
|
|
04/24/2017
|
|
04/24/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
—
|
|
|
1,436,750
|
|
(1)
|
Amounts shown in these columns represent each NEO’s non-discretionary incentive bonus opportunity under our 2017 Bonus Plan. The “Target” amount represents the NEO’s target bonus if the performance goals under the 2017 Bonus Plan were achieved at the target levels, and the “Threshold” and “Maximum” amounts represent the NEO’s minimum and maximum bonuses, respectively, if the performance goals under the 2017 Bonus Plan were achieved at the minimum or the maximum levels.
|
(2)
|
The PSAs were awarded in 2017 for the performance periods covering our 2017, 2018 and 2019 fiscal years with one third of the granted shares to be awarded in each year. The “Threshold” number of shares represents 50% of the target number of performance shares granted, which is the number of shares that would be earned based on achieving the minimum performance goals. The “Target” number of shares represents 100% of the performance shares granted, which is the number of shares that would be earned based on achieving the target performance goals. The “Maximum” number of shares shown is 200% of the performance shares granted, which is the number of shares that would be earned based on achieving the maximum performance goals. Messrs.
Garner and Brown were not eligible and did not receive any PSA grants in 2017. Please see the section titled “Compensation Discussion and Analysis—Elements of Compensation—2017 Equity Awards” in this report for a detailed discussion of the PSAs.
|
(3)
|
Amounts reflect the full grant-date fair value of RSUs and PSAs granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all of these awards in Notes 1 and 8 to our financial statements included in our Form 10-K filed February 28, 2018.
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
|||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable
(#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value Shares That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||||
Talbott Roche
|
|
10/18/2011 (3)
|
|
22,000
|
|
|
—
|
|
|
$
|
21.03
|
|
|
10/18/2018
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
5/14/2012 (4)
|
|
50,000
|
|
|
—
|
|
|
18.49
|
|
|
5/14/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/26/2013 (5)
|
|
65,000
|
|
|
—
|
|
|
20.00
|
|
|
3/26/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (5)
|
|
51,825
|
|
|
17,275
|
|
|
26.73
|
|
|
3/12/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (5)
|
|
34,500
|
|
|
34,500
|
|
|
39.11
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (5)
|
|
24,375
|
|
|
73,125
|
|
|
38.85
|
|
|
2/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
|
187,162.50
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,550
|
|
|
376,107.50
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,137
|
|
|
824,834.05
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/13/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,700
|
|
|
1,736,155.00
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,825
|
|
|
564,161.25
|
|
|||
|
|
2/22/2016 (9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,919
|
|
|
567,512.35
|
|
|||
|
|
2/13/2017 (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,342
|
|
|
1,545,142.30
|
|
|||
Charles. O. Garner
|
|
10/23/17 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
3,565,000.00
|
|
|
—
|
|
|
—
|
|
|||
Jerry Ulrich
|
|
5/14/2012 (4)
|
|
42,500
|
|
|
—
|
|
|
18.49
|
|
|
5/14/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (5)
|
|
25,800
|
|
|
—
|
|
|
26.73
|
|
|
3/12/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (5)
|
|
16,126
|
|
|
16,124
|
|
|
39.11
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (5)
|
|
7,338
|
|
|
22,012
|
|
|
38.85
|
|
|
2/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,924
|
|
|
175,540.60
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,975
|
|
|
248,658.75
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,387
|
|
|
263,346.55
|
|
|||
|
|
2/22/2016 (9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,798
|
|
|
171,048.70
|
|
|||
|
|
2/13/2017 (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,043
|
|
|
322,382.95
|
|
|||
William Y. Tauscher
|
|
3/14/2011 (10)
|
|
375,000
|
|
|
—
|
|
|
17.53
|
|
|
3/14/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5/14/2012 (4)
|
|
100,000
|
|
|
—
|
|
|
18.49
|
|
|
5/14/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
|||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable
(#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value Shares That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||||
|
|
3/11/2013 (5)
|
|
162,500
|
|
|
—
|
|
|
20.00
|
|
|
3/11/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (5)
|
|
86,663
|
|
|
28,887
|
|
|
26.73
|
|
|
3/12/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (5)
|
|
82,576
|
|
|
82,574
|
|
|
39.11
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (5)
|
|
24,375
|
|
|
73,125
|
|
|
38.85
|
|
|
2/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,762
|
|
|
312,365.30
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,250
|
|
|
900,162.50
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,137
|
|
|
824,834.05
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/13/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,700
|
|
|
844,905.00
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,875
|
|
|
1,350,243.75
|
|
|||
|
|
2/22/2016 (9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,919
|
|
|
567,512.35
|
|
|||
|
|
2/13/2017 (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,093
|
|
|
751,965.45
|
|
|||
David C. Tate
|
|
5/14/2012 (4)
|
|
9,000
|
|
|
—
|
|
|
18.49
|
|
|
5/14/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (5)
|
|
—
|
|
|
6,537
|
|
|
26.73
|
|
|
3/12/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (5)
|
|
9,876
|
|
|
9,874
|
|
|
39.11
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (5)
|
|
6,663
|
|
|
19,987
|
|
|
38.85
|
|
|
2/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/12/2014 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,987
|
|
|
70,836.55
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,024
|
|
|
107,805.60
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,337
|
|
|
225,914.05
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/13/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,400
|
|
|
513,360.00
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/23/2015 (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,538
|
|
|
161,779.70
|
|
|||
|
|
2/22/2016 (9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,360
|
|
|
155,434.00
|
|
|||
|
|
2/13/2017 (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,816
|
|
|
456,890.40
|
|
|||
Gregory Brown
|
|
6/30/2015 (5)
|
|
4,426
|
|
|
4,424
|
|
|
41.2000
|
|
|
6/30/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (5)
|
|
938
|
|
|
2,812
|
|
|
38.8500
|
|
|
2/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/11/2016 (11)
|
|
1,075
|
|
|
3,225
|
|
|
33.9000
|
|
|
3/11/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
6/30/2015 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,050
|
|
|
144,382.50
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/22/2016 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,662
|
|
|
94,900.30
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/11/2016 (12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,075
|
|
|
109,623.75
|
|
|
—
|
|
|
—
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
|||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable
(#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value Shares That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||||
|
|
2/13/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,350
|
|
|
190,727.50
|
|
|
—
|
|
|
—
|
|
|||
|
|
4/24/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
1,247,750.00
|
|
|
—
|
|
|
—
|
|
(1)
|
Each Option or SAR granted prior to our initial public offering in April 2013 was pursuant to the Amended and Restated 2007 Stock Option and Stock Appreciation Right Plan (the “2007 Plan”), and each RSA and RSU granted prior to our initial public offering was pursuant to the Second Amended and Restated 2006 Restricted Stock and Restricted Stock Unit Plan (the “2006 Plan”). Each award granted after to our initial public offering in April 2013 was pursuant to the 2013 Plan.
|
(2)
|
The market value of shares of stock that have not vested is calculated based on the fair market value of Common Stock of $35.65 per share which is the closing price of Common Stock on December 29, 2017, the last trading day of the 2017 fiscal year.
|
(3)
|
This Option vested as to 20% of the shares subject to the award on each of the first, second, third, fourth and fifth anniversaries of March 14, 2011.
|
(4)
|
This SAR vested as to 20% of the shares subject to the SAR on the first through fifth anniversaries of March 14, 2012.
|
(5)
|
This Option vests as to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of the grant date.
|
(6)
|
Includes performance shares earned but not yet vested. Earned performance shares will vest in full on January 2, 2020, subject to the executive’s continued service.
|
(7)
|
This RSU vests as to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of the grant date.
|
(8)
|
Represents performance shares earned but not yet vested. Earned performance shares will vest in full on January 4, 2018, subject to the executive’s continued service.
|
(9)
|
Includes performance shares earned but not yet vested. Earned performance shares will vest in full on January 3, 2019, subject to the executive’s continued service.
|
(10)
|
This Option vested as to 20% of the shares subject to the award on each of the first, second, third, fourth and fifth anniversaries of August 12, 2010.
|
(11)
|
This Option vests as to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of March 1, 2016.
|
(12)
|
This RSU vests as to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of March 1, 2016.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise
($) (1)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting
($) (2)
|
||||||||
Talbott Roche
|
|
50,000
|
|
|
|
$
|
1,251,450
|
|
|
56,038
|
|
|
|
$
|
2,114,699
|
|
Charles O. Garner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Jerry Ulrich
|
|
92,500
|
|
|
2,284,818
|
|
|
36,372
|
|
|
1,362,946
|
|
||||
William Y. Tauscher
|
|
178,784
|
|
|
3,874,071
|
|
|
92,190
|
|
|
3,481,068
|
|
||||
David C. Tate
|
|
13,412
|
|
|
262,895
|
|
|
23,673
|
|
|
919,610
|
|
||||
Gregory Brown
|
|
—
|
|
|
—
|
|
|
3,938
|
|
|
159,522
|
|
(1)
|
Represents the difference between the market price of the underlying shares at exercise and the exercise price of the Option.
|
(2)
|
Represents the market price of an underlying share of Common Stock on the vesting date multiplied by the number of shares that have vested.
|
Name
|
|
Executive
Contributions in FY2017 ($) |
|
Registrant
Contributions in Last FY ($) |
|
Aggregate
Earnings in FY2017 ($) |
|
Aggregate
Withdrawals/ Distributions ($) |
|
Aggregate
Balance in FY2017 ($) (1) |
||||||
Talbott Roche
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Charles O. Garner
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Jerry Ulrich
|
|
$
|
44,956
|
|
|
—
|
|
$
|
3,714
|
|
|
—
|
|
$
|
48,671
|
|
William Y. Tauscher
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
David C. Tate
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Gregory Brown
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(1)
|
The amounts reported as executive contributions represent compensation already included in the amounts of the 2017 Summary Compensation Table, with the exception of earnings on contributions, as such earnings are not considered at above-market rates or preferential earnings on compensation that is deferred.
|
•
|
an amount equal to the product of (i) two (Ms. Roche and Mr. Tauscher), or one and one-half (Messrs. Garner, Ulrich, Tate, and Brown), multiplied by (ii) the sum of the executive’s base salary and target annual cash bonus opportunity for the fiscal year of termination, payable in substantially equal installments, in accordance with the Company’s normal payroll procedures,
|
•
|
an additional lump sum payment equal to a prorated portion of the executive’s target annual cash bonus opportunity for time served during the fiscal year of termination;
|
•
|
payment or reimbursement of COBRA premiums through the earlier of the end of the applicable COBRA period or the date on which the executive becomes eligible for other health care coverage; and
|
•
|
full accelerated vesting of the executive’s time-based equity awards and accelerated vesting of the executive’s performance-based equity awards with respect to 100% of the “target” number of shares subject to such performance-based equity awards.
|
Name
|
|
Change in Control (No Termination)
($)
|
|
Non-Change in Control Severance (except Retirement, Death or Disability)
($)
|
|
|
Change in Control Severance
($)(2)
|
|
Death
($)(3)
|
|
Disability
($)(3)
|
|
Retirement ($)
|
|
||||||||||||
Talbott Roche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
4,000,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
38,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Accelerated Vesting
|
|
—
|
|
|
—
|
|
|
|
5,955,168
|
|
|
2,332,615
|
|
|
2,332,615
|
|
|
—
|
|
|
||||||
Total
|
|
—
|
|
|
—
|
|
|
|
9,993,444
|
|
|
2,332,615
|
|
|
2,332,615
|
|
|
—
|
|
|
||||||
Charles O. Garner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
—
|
|
|
535,000
|
|
(1)
|
|
1,525,632
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
38,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Accelerated Vesting
|
|
—
|
|
|
—
|
|
|
|
3,565,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Total
|
|
—
|
|
|
535,000
|
|
|
|
5,129,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Jerry N. Ulrich
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222,610
|
|
(4)
|
(1)
|
Represents the amount of severance payable to Mr. Garner upon a termination of his employment by the Company without cause pursuant to his offer letter.
|
(2)
|
Represents payments and benefits under the Severance Plan.
|
(3)
|
Represents the aggregate value of the NEO’s unvested Options and RSUs under the 2013 Plan that would have vested on an accelerated basis, determined by multiplying the number of accelerating shares by the fair market value of our Common Stock on December 29, 2017 ($35.65 per share), the last trading day of the 2017 fiscal year, and subtracting any applicable exercise prices.
|
(4)
|
Represents the actual payments that Mr. Ulrich received upon his separation from services in November 2017 and consists of (i) a cash payment of $115,312 for transition services and COBRA reimbursement of $2,072 pursuant to his Separation Agreement; and (ii) the outstanding balance of $105,226 under the Deferred Comp Plan as of Mr. Ulrich’s last day of employment with the Company. This amount consists of $59,370.32 which is the amount of contributions in 2016 and the earnings thereon and $45,856.00 which is the amount of contributions in the fiscal year 2017 and the earnings thereon. On November 1, 2018, 20% of his 2016 contribution and the earnings thereon and all of his 2017 contribution and the earnings thereon will be distributed to him. The remaining 80% of his 2016 contributions and earnings thereon will be distributed to him on December 17, 2018.
|
(5)
|
Represents the aggregate value of Mr. Ulrich’s unvested equity that vested on an accelerated basis due to his retirement. The value of the Options, RSUs and PSAs under the 2013 Plan vested on an accelerated
|
Non-employee director:
|
$
|
60,000
|
|
Chair of Audit Committee:
|
$
|
15,000
|
|
Chair of Compensation Committee:
|
$
|
10,000
|
|
Chair of Nominating and Corporate Governance Committee:
|
$
|
8,500
|
|
Audit Committee Member (for both non-Chair and Chair members):
|
$
|
10,000
|
|
Compensation Committee Member (for both non-Chair and Chair members):
|
$
|
10,000
|
|
Nominating and Corporate Governance Committee Member (for both non-Chair and Chair members):
|
$
|
7,500
|
|
Lead Independent Director:
|
$
|
20,000
|
|
Name of Director
(1)(2)
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(3)(4)
|
|
Total ($)
|
||||||
Anil D. Aggarwal
|
|
$
|
67,500.00
|
|
|
$
|
139,740.00
|
|
|
$
|
207,240.00
|
|
Richard H. Bard
|
|
84,153.15
|
|
|
139,740.00
|
|
|
223,893.15
|
|
|||
Thomas Barnds
|
|
60,833.64
|
|
|
139,740.00
|
|
|
200,573.64
|
|
|||
Steven A. Burd
|
|
69,226.19
|
|
|
139,740.00
|
|
|
208,966.19
|
|
|||
Robert L. Edwards
|
|
77,038.69
|
|
|
156,840.00
|
|
|
233,878.69
|
|
|||
Jeffrey H. Fox (5)
|
|
29,136.10
|
|
|
139,740.00
|
|
|
168,876.10
|
|
|||
Mohan Gyani
|
|
74,776.79
|
|
|
139,740.00
|
|
|
214,516.79
|
|
|||
Paul Hazen
|
|
100,000.00
|
|
|
168,278.00
|
|
|
268,278.00
|
|
|||
Robert B. Henske
|
|
42,739.71
|
|
|
139,740.00
|
|
|
182,479.71
|
|
|||
Arun Sarin
|
|
70,000.00
|
|
|
139,740.00
|
|
|
209,740.00
|
|
|||
Jane J. Thompson
|
|
70,000.00
|
|
|
139,740.00
|
|
|
209,740.00
|
|
(1)
|
Neither Ms. Roche, our President and Chief Executive Officer, nor Mr. Tauscher, our former Chief Executive Officer, is included in this table, as each of them is an employee of the Company and does not receive compensation for his or her services as a director. All compensation paid to Ms. Roche and to Mr. Tauscher in 2017 for services each of them provided to the Company is reflected in the 2017 Summary Compensation Table.
|
(2)
|
The aggregate number of unvested RSUs held by each non-employee director listed in this table above as of December 30, 2017, was as follows: 3,288 shares for Mr. Aggarwal, 3,288 shares for Mr. Bard, 3,288 shares for Mr. Barnds, 3,288 shares for Mr. Burd, 3,738 shares for Mr. Edwards, 0 share for Mr. Fox, 3,288 shares for Mr. Gyani, 4,039 shares for Mr. Hazen, 3,288 shares for Mr. Henske, 3,288 shares for Mr. Sarin and 3,288 shares for Ms. Thompson. Each of Messrs. Bard, Henske, Sarin and Ms. Thompson has deferred the settlement of 3,288 shares of Common Stock subject to RSUs granted on June 9, 2017.
|
(3)
|
Amounts in this column represent the aggregate grant date fair value of RSUs granted during the fiscal year ended December 30, 2017, calculated in accordance with ASC 718. Assumptions used to calculate the grant date fair value are set forth in Notes 1 and 8 in our Form 10-K filed February 28, 2018.
|
(4)
|
Each non-employee director listed in this table received a grant of RSUs with an aggregate value of $140,000. The value is based on the average market closing price per share of the Common Stock over the period of 15 consecutive trading days ending on the Friday immediately preceding the applicable annual meeting, which was $42.5683 per share for 2017 annual grant.
|
(5)
|
Mr. Fox resigned from the Board on October 4, 2017 and his stock awards were subsequently canceled upon his resignation.
|
Compensation Committee
|
Paul Hazen, Chairman
|
Arun Sarin
|
Jane J. Thompson
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities.
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
||||
|
(a)(#)
|
|
(b)(1)($)
|
|
(c)(#)
|
|||||
Equity compensation plans approved by security holders (2) (3) (4)
|
|
2,357,513
|
|
|
$
|
28.0425
|
|
|
5,565,474
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,357,513
|
|
|
$
|
28.0425
|
|
|
5,565,474
|
|
(1)
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights does not include outstanding PSAs, RSUs or RSAs.
|
(2)
|
Consists of four plans: the 2013 Employee Stock Purchase Plan (the “ESPP”), the 2006 Plan, the 2007 Plan and the 2013 Plan.
|
(3)
|
No further equity awards may be granted under the 2006 Plan or the 2007 Plan.
|
(4)
|
Includes (i) 4,183,482 shares available for issuance under the 2013 Plan and (ii) 1,381,992 shares reserved for issuance under the ESPP. The number of securities available for issuance under the 2013 Plan is equal to the sum of (i) 9,000,000 million shares plus (ii) any shares of our Common Stock subject to awards under the 2006 Plan or 2007 Plan that terminate, expire or lapse for any reason, up to a maximum of 4,623,892 shares. Shares available for issuance under the 2013 Plan may be granted pursuant to Options, RSAs, RSUs, deferred stock, dividend equivalents, stock payments, SARs, PSAs and other incentive awards, as selected by the plan administrator. The number of securities available for issuance under the ESPP is equal to the sum of (a) 2,000,000 shares and (b) an annual increase on the first day of each calendar year beginning in 2013 and ending in 2023, equal to the lesser of (x) one percent of the shares of Common Stock of the Company outstanding on the date of adoption of the ESPP and (y) such smaller number of shares of Common Stock as may be determined by the Board. In 2017, the Board determined there would be no annual increase under the ESPP.
|
|
|
Beneficial Ownership
(1)
|
||||
5% Stockholders:
|
|
Number of Shares
|
|
Percent of Total
|
||
The Vanguard Group (2)
|
|
4,908,116
|
|
|
8.64
|
%
|
Wellington Management Group LLP (3)
|
|
4,151,443
|
|
|
7.31
|
%
|
Three Bays Capital LP (4)
|
|
3,699,129
|
|
|
6.51
|
%
|
BlackRock, Inc. (5)
|
|
3,449,457
|
|
|
6.07
|
%
|
Standard Life Investments Ltd (6)
|
|
3,265,621
|
|
|
5.75
|
%
|
Mario J. Gabelli (7)
|
|
3,188,531
|
|
|
5.61
|
%
|
P2 Capital Partners, LLC (8)
|
|
3,000,000
|
|
|
5.28
|
%
|
Named Executive Officers and Directors:
|
|
|
|
|
||
Talbott Roche (9)(10)
|
|
510,205
|
|
|
*
|
|
Charles O. Garner (9)(11)
|
|
—
|
|
|
*
|
|
Jerry Ulrich (9)(12)
|
|
128,035
|
|
|
*
|
|
William Y. Tauscher (9)(13)
|
|
1,093,637
|
|
|
1.93
|
%
|
David C. Tate (9)(14)
|
|
75,075
|
|
|
*
|
|
Gregory Brown (9)(15)
|
|
21,059
|
|
|
*
|
|
Anil D. Aggarwal (9)(16)
|
|
4,207
|
|
|
*
|
|
Richard H. Bard (9)(17)
|
|
11,779
|
|
|
*
|
|
Thomas Barnds (9)(18)
|
|
—
|
|
|
*
|
|
Steven A. Burd (9)(19)
|
|
65,693
|
|
|
*
|
|
Robert L. Edwards (9)(20)
|
|
87,469
|
|
|
*
|
|
Mohan Gyani (9)(21)
|
|
19,636
|
|
|
*
|
|
Paul Hazen (9)(22)
|
|
72,282
|
|
|
*
|
|
Robert B. Henske (9)(23)
|
|
4,500
|
|
|
*
|
|
Arun Sarin (9)(24)
|
|
15,529
|
|
|
*
|
|
Jane J. Thompson (9)(25)
|
|
3,750
|
|
|
*
|
|
All Executive Officers and Directors as a Group (18 persons)
(9)(26)
|
|
2,168,303
|
|
|
3.82
|
%
|
(1)
|
This table is based upon information supplied by executive officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. The percentage of shares owned is based on 56,805,674 shares of Common Stock outstanding as of February 28, 2018. Shares of Common Stock issuable by us (i) pursuant to Options or SARs held by the respective persons which may be exercised within 60 days following February 28, 2018 and (ii) upon vesting of RSUs or PSAs that vest by their terms within 60 days after February 28, 2018, are deemed to be outstanding and to be beneficially owned by the person holding such Options, RSUs and/or PSAs for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The shares of Common Stock issuable by us pursuant to Options or SARs exercisable within 60 days (including all executive officers and directors as a group), consists of 1,390,631 shares, of which no shares had an exercise price in excess of the $45.25 per share per share merger consideration on February 28, 2018. There are 28,149 shares of Common Stock issuable pursuant to vesting of RSUs or PSAs within 60 days after February 28, 2018.
|
(2)
|
The Vanguard Group (referred to in this proxy statement as “Vanguard”) has sole voting power over 107,226 shares of Common Stock, shared voting power over 10,419 shares of Common Stock, sole dispositive power over 4,794,788 shares of Common Stock and shared dispositive power over 113,328 shares of Common Stock.
|
(3)
|
Wellington Management Group LLP (referred to in this proxy statement as “Wellington Management Group”) has shared voting power over 3,707,144 shares of Common Stock and shared dispositive power over 4,151,443 shares of Common Stock. Wellington Group Holdings LLP (referred to in this proxy statement as “Wellington Group Holdings”) has shared voting power over 3,707,144 shares of Common Stock and shared dispositive power over 4,151,443 shares of Common Stock. Wellington Investment Advisors Holdings LLP (referred to in this proxy statement as “Wellington Investment Advisors Holdings”) has shared voting power over 3,707,144 shares of Common Stock and shared dispositive power over 4,151,443 shares of Common Stock. Wellington Management Company LLP (referred to in this proxy statement as “Wellington Management Company”) has shared voting power over 3,635,419 shares of Common Stock and shared dispositive power over 4,007,633 shares of Common Stock.
|
(4)
|
Three Bays Capital LP (referred to in this proxy statement as “Three Bays Capital”) has sole voting power and sole dispositive power over 3,699,129 shares of Common Stock. TBC GP LLC (referred to in this proxy statement as “TBC GP”) has sole voting power and sole dispositive power over 3,699,129 shares of Common Stock. TBC Master LP (referred to in this proxy statement as “TBC Master”) has sole voting power and sole dispositive power over 3,699,129 shares of Common Stock. TBC Partners GP LLC (referred to in this proxy statement as “TBC Partners GP”) has sole voting power and sole dispositive power over 3,699,129 shares of Common Stock. Matthew Sidman has sole voting power and sole dispositive power over 3,699,129 shares of Common Stock.
|
(5)
|
BlackRock, Inc. (referred to in this proxy statement as “BlackRock”) has sole voting power over 3,336,209 shares of Common Stock and sole dispositive power over 3,449,457 shares of Common Stock.
|
(6)
|
Standard Life Investments Ltd (referred to in this proxy statement as “Standard Life”) has sole voting power and sole dispositive power over 3,265,621 shares of Common Stock.
|
(7)
|
Gabelli Funds, LLC (referred to in this proxy statement as “Gabelli Funds”) has sole voting power and sole dispositive power over 1,873,268 shares of Common Stock. GAMCO Asset Management Inc. (referred to in this proxy statement as “GAMCO”) has sole voting power over 614,843 shares of Common Stock and sole dispositive power over 680,543 shares of Common Stock. Gabelli & Company Investment Advisers, Inc. (referred to in this proxy statement as “GCIA”) has sole voting power and sole dispositive power over 581,120 shares of Common Stock. MJG Associates, Inc. (referred to in this proxy statement as “MJG Associates”) has sole voting power and sole dispositive power over 3,000 shares of Common Stock. Gabelli Foundation, Inc. (referred to in this proxy statement as the “Foundation”) has sole voting power and sole dispositive power over 10,000 shares of Common Stock. GGCP, Inc. (referred to in this proxy statement as “GGCP”) has sole voting power and sole dispositive power over 5,000 shares of Common Stock. GAMCO Investors Inc. (referred to in this proxy statement as “GBL”) has voting power and dispositive power over no shares of Common Stock. Associated Capital Group, Inc. (referred to in this proxy statement as “AC”) has sole voting power and sole dispositive power over 12,600 shares of Common Stock. Mario J. Gabelli (referred to in this proxy statement as “Mario Gabelli”), who directly or indirectly controls the aforementioned entities or acts as chief investment officer for them, has sole voting power and sole dispositive power over 23,000 shares of Common Stock.
|
(8)
|
P2 Capital Partners, LLC (referred to in this proxy statement as the “P2 Manager”) has shared voting power and shared dispositive power over 3,000,000 shares of Common Stock. P2 Capital Master Fund I, L.P. (referred to in this proxy statement as “P2 Equity Investor”) has shared voting power and shared dispositive power over 1,058,616 shares of Common Stock. P2 Capital Master Fund VI, L.P. (referred to in this proxy statement as “Master Fund VI”) has shared voting power and shared dispositive power over 1,124,897 shares of Common Stock. P2 Capital Master Fund XII, L.P. (referred to in this proxy statement as “Master Fund XII”) has shared voting power and shared dispositive power over 816,487 shares of Common Stock. Claus Moller has shared voting power and shared dispositive power over 3,000,000 shares of Common Stock.
|
(9)
|
The address of each director and executive officer of Blackhawk is c/o Blackhawk Network Holdings, Inc., 6220 Stoneridge Mall Road, Pleasanton, California 94588.
|
(10)
|
Consists of (i) 198,355 shares of Common Stock held by Talbott Roche as of February 28, 2018; (ii) 256,600 shares issuable upon exercise of Options exercisable within 60 days of February 28, 2018; (iii) 5,250 shares issuable upon vesting of RSUs within 60 days of February 28, 2018; and (iv) 50,000 shares issuable upon exercise of SARs exercisable within 60 days of February 28, 2018.
|
(11)
|
Mr. Garner was appointed Chief Financial Officer October 23, 2017. He held no shares of Common Stock as of February 28, 2018.
|
(12)
|
Mr. Ulrich retired on November 30, 2017. Consists of (i) 46,671 shares of Common Stock held by Jerry N. Ulrich as of February 28, 2018; (ii) 38,864 shares issuable upon exercise of Options exercisable within 60 days of February 28, 2018; (iii) no shares issuable upon vesting of RSUs within 60 days of February 28, 2018; and (iv) 42,500 shares issuable upon exercise of SARs exercisable within 60 days of February 28, 2018.
|
(13)
|
Consists of (i) 159,212 shares of Common Stock held by William Y. Tauscher as of February 28, 2018; (ii) 825,663 shares issuable upon exercise of Options exercisable within 60 days of February 28, 2018; (iii) 8,762 shares issuable upon vesting of RSUs within 60 days of February 28, 2018; and (iv) 100,000 shares issuable upon exercise of 100,000 SARs exercisable within 60 days of February 28, 2018.
|
(14)
|
Consists of (i) 29,412 shares of Common Stock held by David C. Tate as of February 28, 2018; (ii) 34,676 shares issuable upon exercise of Options exercisable within 60 days of February 28, 2018; (iii) 1,987 shares
|
(15)
|
Consists of (i) 2,832 shares of Common Stock held by Gregory Brown as of February 28, 2018; (ii) 8,452 shares issuable upon exercise of Options exercisable within 60 days of February 28, 2018; and (iii) 9,775 shares issuable upon vesting of RSUs within 60 days of February 28, 2018.
|
(16)
|
Consists of 4,207 shares of Common Stock held by Anil. D Aggarwal as of February 28, 2018.
|
(17)
|
Consists of 11,779 shares of Common Stock held by Richard H. Bard as of February 28, 2018.
|
(18)
|
Mr. Barnds was appointed to the Board on February 13, 2017. He held no shares of Common Stock as of February 28, 2018.
|
(19)
|
Consists of 65,693 shares of Common Stock held by Steven A. Burd as of February 28, 2018.
|
(20)
|
Consists of (i) 34,800 shares of Common Stock held by Robert L. Edwards as of February 28, 2018; and (ii) 52,669 shares of Common Stock held by the Edwards Family Trust dated July 30, 2015 as of February 28, 2018.
|
(21)
|
Consists of 19,636 shares of Common Stock held by Mohan Gyani as of February 28, 2018.
|
(22)
|
Consists of 72,282 shares of Common Stock held by Paul Hazen as of February 28, 2018.
|
(23)
|
Consists of 4,500 shares of Common Stock held by Robert Henske as of February 28, 2018.
|
(24)
|
Consists of 15,529 shares of Common Stock held by Arun Sarin as of February 28, 2018.
|
(25)
|
Consists of 3,750 shares of Common Stock held by Declaration of Trust Jane J. Thompson December 26, 1995 as of February 28, 2018.
|
(26)
|
Consists of shares beneficially owned by each NEO, each executive officer who is not an NEO and each director, including the shares described in footnotes 10 through 25 above.
|
Fee Category
|
|
|
Fiscal 2017 Fees ($)
|
|
|
Fiscal 2016 Fees ($)
|
Audit Fees
|
|
$
|
3,343,000
|
|
$
|
2,958,000
|
Tax Fees
|
|
|
216,000
|
|
|
752,500
|
Total Fees
|
|
$
|
3,559,000
|
|
$
|
3,710,500
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
2.1
|
|
|
8-K
|
|
001-35882
|
|
2.1
|
|
September 25, 2014
|
|
|
|
2.2
|
|
|
8-K
|
|
001-35882
|
|
2.1
|
|
October 10, 2014
|
|
|
|
2.3
|
|
|
8-K
|
|
001-35882
|
|
2.1
|
|
January 16, 2018
|
|
|
|
3.1
|
|
|
8-A 12B/A
|
|
001-35882
|
|
3.1
|
|
May 13, 2015
|
|
|
|
3.2
|
|
|
8-K
|
|
001-35882
|
|
3.1
|
|
June 9, 2017
|
|
|
|
3.3
|
|
|
8-K
|
|
001-35882
|
|
3.1
|
|
April 25, 2013
|
|
|
|
3.4
|
|
|
8-K
|
|
001-35882
|
|
3.1
|
|
April 18, 2017
|
|
|
|
3.5
|
|
|
8-K
|
|
001-35882
|
|
3.2
|
|
June 9, 2017
|
|
|
|
4.1
|
|
|
8-A 12B/A
|
|
001-35882
|
|
4.1
|
|
May 13, 2015
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
4.2
|
|
|
8-K
|
|
001-35882
|
|
4.1
|
|
July 28, 2016
|
|
|
|
4.3
|
|
|
8-K
|
|
001-35882
|
|
4.2
|
|
July 28, 2016
|
|
|
|
10.1
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
August 1, 2016
|
|
|
|
10.2
|
|
|
8-K
|
|
001-35882
|
|
10.2
|
|
August 1, 2016
|
|
|
|
10.3
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
April 27, 2017
|
|
|
|
10.4
|
|
|
10-Q
|
|
001-35882
|
|
10.1
|
|
October 17, 2017
|
|
|
|
10.5
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
October 17, 2017
|
|
|
|
10.6
|
|
|
8-K
|
|
001-35882
|
|
10.2
|
|
April 1, 2014
|
|
|
|
10.7
|
|
|
8-K
|
|
001-35882
|
|
10.3
|
|
April 1, 2014
|
|
|
|
10.8
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
July 28, 2016
|
|
|
|
10.9
|
|
|
8-K
|
|
001-35882
|
|
10.2
|
|
July 28, 2016
|
|
|
|
10.10
|
|
|
8-K
|
|
001-35882
|
|
10.3
|
|
July 28, 2016
|
|
|
|
10.11
|
|
|
8-K
|
|
001-35882
|
|
10.4
|
|
July 28, 2016
|
|
|
|
10.12
|
|
|
8-K
|
|
001-35882
|
|
10.5
|
|
July 28, 2016
|
|
|
|
10.13
|
|
|
8-K
|
|
001-35882
|
|
10.6
|
|
July 28, 2016
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
10.14
|
|
|
8-K
|
|
001-35882
|
|
10.7
|
|
July 28, 2016
|
|
|
|
10.15
|
|
|
8-K
|
|
001-35882
|
|
10.8
|
|
July 28, 2016
|
|
|
|
10.16
|
|
|
8-K
|
|
001-35882
|
|
10.9
|
|
July 28, 2016
|
|
|
|
10.17
|
|
|
8-K
|
|
001-35882
|
|
10.10
|
|
July 28, 2016
|
|
|
|
10.18
|
|
|
8-K
|
|
001-35882
|
|
10.11
|
|
July 28, 2016
|
|
|
|
10.19
|
|
|
8-K
|
|
001-35882
|
|
10.12
|
|
July 28, 2016
|
|
|
|
10.20
|
|
|
10-K
|
|
001-35882
|
|
10.8
|
|
March 2, 2016
|
|
|
|
10.21
|
|
|
10-Q
|
|
001-35882
|
|
10.15
|
|
October 19, 2016
|
|
|
|
10.22
|
|
|
10-Q
|
|
001-35882
|
|
10.4
|
|
July 26, 2017
|
|
|
|
10.23
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
April 14, 2014
|
|
|
|
10.24+
|
|
|
S-1/A
|
|
333-187325
|
|
10.19
|
|
April 3, 2013
|
|
|
|
10.25+
|
|
|
S-1
|
|
333-187325
|
|
10.20
|
|
March 18, 2013
|
|
|
|
10.26+
|
|
|
S-1
|
|
333-187325
|
|
10.21
|
|
March 18, 2013
|
|
|
|
10.27+
|
|
|
S-1/A
|
|
333-187325
|
|
10.22
|
|
April 3, 2013
|
|
|
|
10.28+
|
|
|
S-1
|
|
333-187325
|
|
10.23
|
|
March 18, 2013
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
10.29+
|
|
|
S-1
|
|
333-187325
|
|
10.24
|
|
March 18, 2013
|
|
|
|
10.30+
|
|
|
S-8
|
|
333-188455
|
|
10.4
|
|
May 8, 2013
|
|
|
|
10.31+
|
|
|
DEF 14A
|
|
001-35882
|
|
Annex B
|
|
April 8, 2015
|
|
|
|
10.32+
|
|
|
DEF 14A
|
|
001-35882
|
|
Annex A
|
|
April 20, 2017
|
|
|
|
10.33+
|
|
|
10-Q
|
|
001-35882
|
|
10.7
|
|
May 14, 2013
|
|
|
|
10.34+
|
|
|
10-Q
|
|
001-35882
|
|
10.8
|
|
May 14, 2013
|
|
|
|
10.35+
|
|
|
10-Q
|
|
001-35882
|
|
10.9
|
|
May 14, 2013
|
|
|
|
10.36+
|
|
|
10-Q
|
|
001-35882
|
|
10.10
|
|
May 14, 2013
|
|
|
|
10.37+
|
|
|
10-Q
|
|
001-35882
|
|
10.1
|
|
October 14, 2014
|
|
|
|
10.38+
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
October 14, 2014
|
|
|
|
10.39+*
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40+
|
|
|
10-Q
|
|
001-35882
|
|
10.4
|
|
April 30, 2014
|
|
|
|
10.41+
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
May 5, 2015
|
|
|
|
10.42+
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
December 9, 2016
|
|
|
|
10.43+
|
|
|
8-K
|
|
001-35882
|
|
10.2
|
|
February 17, 2017
|
|
|
|
10.44+
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
May 1, 2015
|
|
|
|
10.45+
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
December 5, 2017
|
|
|
|
10.46+
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
February 17, 2017
|
|
|
|
10.47+
|
|
|
10-Q
|
|
001-35882
|
|
10.1
|
|
July 22, 2014
|
|
|
|
10.48+
|
|
|
S-1/A
|
|
333-187325
|
|
10.27
|
|
April 15, 2013
|
|
|
|
10.49+
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
May 22, 2017
|
|
|
|
10.50+
|
|
|
10-Q
|
|
001-35882
|
|
10.16
|
|
October 19, 2016
|
|
|
|
10.51+*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
10.52
|
|
|
S-1
|
|
333-187325
|
|
10.28
|
|
March 18, 2013
|
|
|
|
10.53
|
|
|
8-K
|
|
001-35882
|
|
10.1
|
|
March 20, 2017
|
|
|
|
10.54†
|
|
|
S-1/A
|
|
333-187325
|
|
10.29
|
|
March 27, 2013
|
|
|
|
10.55†
|
|
|
10-K
|
|
001-35882
|
|
10.37
|
|
March 17, 2014
|
|
|
|
10.56†
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
July 22, 2014
|
|
|
|
10.57†
|
|
|
10-Q
|
|
001-35882
|
|
10.4
|
|
October 14, 2014
|
|
|
|
10.58†
|
|
|
10-K
|
|
001-35882
|
|
10.35
|
|
March 2, 2016
|
|
|
|
10.59†
|
|
|
10-Q/A
|
|
001-35882
|
|
10.1
|
|
February 24, 2017
|
|
|
|
10.60†
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
July 28, 2016
|
|
|
|
10.61†
|
|
|
10-K
|
|
001-35882
|
|
10.57
|
|
February 27, 2017
|
|
|
|
10.62†
|
|
|
10-Q
|
|
001-35882
|
|
10.2
|
|
May 2, 2017
|
|
|
|
10.63†
|
|
|
10-Q
|
|
001-35882
|
|
10.3
|
|
October 17, 2017
|
|
|
|
10.64†*
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
31.3
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.4
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No.
|
|
Description of Exhibit
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Filed Herewith
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
Interactive Data Files pursuant to Rule 405 of Regulations S-T (XBRL)
|
|
|
|
|
|
|
|
|
|
|
|
+
|
Indicates a management contract or compensatory plan.
|
†
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
|
*
|
Previously filed with our Annual Report on Form 10-K filed with the SEC on February 28, 2018.
|
**
|
Previously furnished with our Annual Report on Form 10-K filed with the SEC on February 28, 2018.
|
$ in thousands except percentages and per share amounts
|
|
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total operating revenues
|
$
|
2,231,606
|
|
|
$
|
1,899,778
|
|
|
$
|
1,801,078
|
|
|
$
|
1,444,963
|
|
Issuing bank contract amendments
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
5,558
|
|
|
16,930
|
|
|
7,073
|
|
|
-
|
|
||||
Marketing revenue
|
(117,189)
|
|
|
(94,298)
|
|
|
(104,871)
|
|
|
(64,768)
|
|
||||
Partner distribution expense
|
(1,040,306)
|
|
|
(933,142)
|
|
|
(874,043)
|
|
|
(762,245)
|
|
||||
Adjusted operating revenues
|
$
|
1,079,669
|
|
|
$
|
889,268
|
|
|
$
|
829,237
|
|
|
$
|
617,950
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) before allocation to non-controlling interests
|
$
|
(154,890)
|
|
|
$
|
5,038
|
|
|
$
|
45,809
|
|
|
$
|
45,425
|
|
Interest and other income (expense), net
|
390
|
|
|
449
|
|
|
1,970
|
|
|
184
|
|
||||
Interest expense
|
32,092
|
|
|
21,864
|
|
|
13,171
|
|
|
5,647
|
|
||||
Income tax expense
|
117,800
|
|
|
(4,102)
|
|
|
26,796
|
|
|
27,490
|
|
||||
Depreciation and amortization
|
123,331
|
|
|
110,424
|
|
|
73,349
|
|
|
52,919
|
|
||||
EBITDA
|
118,723
|
|
|
133,673
|
|
|
161,095
|
|
|
131,665
|
|
||||
Adjustments to EBITDA:
|
|
|
|
|
|
|
|
||||||||
Employee stock-based compensation
|
32,708
|
|
|
32,592
|
|
|
30,130
|
|
|
15,365
|
|
||||
Distribution partner mark-to-market expense
|
-
|
|
|
-
|
|
|
-
|
|
|
1,312
|
|
||||
Acquisition-related employee compensation expense
|
438
|
|
|
465
|
|
|
3,218
|
|
|
-
|
|
||||
Goodwill impairment
|
77,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
5,257
|
|
|
15,624
|
|
|
7,073
|
|
|
-
|
|
||||
Other gains / losses, net
|
5,189
|
|
|
4,746
|
|
|
-
|
|
|
-
|
|
||||
Change in fair value of contingent consideration
|
(14,937)
|
|
|
2,100
|
|
|
(7,567)
|
|
|
(3,722)
|
|
||||
Adjusted EBITDA
|
$
|
224,878
|
|
|
$
|
189,200
|
|
|
$
|
193,949
|
|
|
$
|
144,620
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense
|
$
|
(37,090)
|
|
|
$
|
936
|
|
|
$
|
72,605
|
|
|
$
|
72,915
|
|
Employee stock-based compensation
|
32,708
|
|
|
32,592
|
|
|
30,130
|
|
|
15,365
|
|
||||
Distribution partner mark-to-market expense
|
-
|
|
|
-
|
|
|
-
|
|
|
1,312
|
|
||||
Acquisition-related employee compensation expense
|
438
|
|
|
465
|
|
|
3,218
|
|
|
-
|
|
||||
Asset impairment
|
77,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
5,257
|
|
|
15,624
|
|
|
7,073
|
|
|
-
|
|
||||
Other gains / losses, net
|
6,025
|
|
|
5,177
|
|
|
-
|
|
|
-
|
|
||||
Change in fair value of contingent consideration
|
(14,937)
|
|
|
2,100
|
|
|
(7,567)
|
|
|
(3,722)
|
|
||||
Amortization of intangibles
|
67,912
|
|
|
62,045
|
|
|
32,366
|
|
|
24,371
|
|
||||
Adjusted income before income tax expense
|
137,813
|
|
|
118,939
|
|
|
137,825
|
|
|
110,241
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
117,800
|
|
|
(4,102)
|
|
|
26,796
|
|
|
27,490
|
|
||||
Tax expense on adjustments
|
(75,726)
|
|
|
40,691
|
|
|
21,144
|
|
|
13,684
|
|
||||
Adjusted income tax expense
|
42,074
|
|
|
36,589
|
|
|
47,940
|
|
|
41,174
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted net income before allocation to non-controlling interests
|
95,739
|
|
|
82,350
|
|
|
89,885
|
|
|
69,067
|
|
||||
Net (income) loss attributable to non-controlling interests, net of tax
|
(878)
|
|
|
(380)
|
|
|
(200)
|
|
|
122
|
|
||||
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
|
$ 94,861
|
|
|
$ 81,970
|
|
|
$ 89,685
|
|
|
$ 69,189
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
|
94,861
|
|
|
81,970
|
|
|
89,685
|
|
|
69,189
|
|
||||
Adjusted distributed and undistributed earnings allocated to participating securities
|
-
|
|
|
(108)
|
|
|
(247)
|
|
|
(320)
|
|
||||
Adjusted net income available for common shareholders
|
$ 94,861
|
|
|
$ 81,862
|
|
|
$ 89,438
|
|
|
$ 68,869
|
|
||||
Diluted weighted average shares outstanding
|
56,287
|
|
|
57,260
|
|
|
56,313
|
|
|
54,329
|
|
||||
Increase in common share equivalents
|
1,707
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Adjusted diluted weighted average shares outstanding
|
57,994
|
|
|
57,260
|
|
|
56,313
|
|
|
54,329
|
|
||||
Adjusted diluted earnings per share
|
$
|
1.64
|
|
|
$
|
1.43
|
|
|
$
|
1.59
|
|
|
$
|
1.27
|
|
•
|
adjusting operating revenues for distribution commissions paid and other compensation to retail distribution partners and business clients is useful to understanding the Company’s operating margin;
|
•
|
adjusting operating revenues for marketing revenue, which has offsetting marketing expense, is useful for understanding the Company’s operating margin;
|
•
|
EBITDA and Adjusted EBITDA are widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
|
•
|
Adjusted EBITDA margin provides a measure of operating efficiency based on Adjusted operating revenues and without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
|
•
|
in a business combination, a company records an adjustment to reduce the carrying values of deferred revenue and deferred expenses to their fair values and reduces the company’s revenues and expenses from what it would have recorded otherwise, and as such the Company does not believe is indicative of its core operating performance;
|
•
|
non-cash equity grants made to employees and distribution partners at a certain price and point in time do not necessarily reflect how the Company’s business is performing at any particular time and the related expenses are not key measures of the Company’s core operating performance;
|
•
|
the net gain on the transaction to transition our program-managed GPR business to another program manager, the gain on the sale of our member interest in Visa Europe and other non-recurring gains / (losses) related to our acquisitions is not reflective of our core operating performance;
|
•
|
asset impairment charges related to the write-down of technology assets as part of our post-acquisition integration efforts are not key measures of the Company’s core operating performance;
|
•
|
intangible asset amortization expenses can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the acquired intangible assets, the capital structure and the method by which the intangible assets were acquired and, as such, the Company does not believe that these adjustments are reflective of its core operating performance; and
|
•
|
non-cash fair value adjustments to contingent business acquisition liability do not directly reflect how the Company is performing at any particular time and the related expense adjustment amounts are not key measures of the Company’s core operating performance.
|
|
|
Blackhawk Network Holdings, Inc.
|
|
/s/ Charles O. Garner
|
Charles O. Garner
|
Chief Financial Officer
|
(Principal Financial Officer and Duly Authorized Signatory)
|
1 Year BLACKHAWK NETWORK HOLDINGS, INC Chart |
1 Month BLACKHAWK NETWORK HOLDINGS, INC Chart |
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