cardtronics_8ka1-051110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2010 (May 11, 2010)

Cardtronics, Inc.
 (Exact name of registrant as specified in its charter)

 
Delaware
  
001-33864
  
76-0681190
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)


3250 Briarpark, Suite 400, Houston, Texas
  
77042
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (832) 308-4000
 
 
  
 
  
 
 
  
(Former name or former address, if changed since last report.)
  
 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Initial 8-K”) filed with the Securities and Exchange Commission on May 17, 2010 by Cardtronics, Inc. (the “Company”). The Company submits this Amendment for the sole purpose of providing the disclosures regarding the Company's Annual Executive Cash Incentive Plan, which were previously included under Item 1.01 in the Initial 8-K, under Item 5.02. Except for including the required disclosures under a new Item 5.02, this Amendment does not modify in any way the Initial 8-K.

Item 5.02. Entry into a Material Definitive Agreement

 On May 11, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of Cardtronics, Inc. (the “Company”) approved the Company’s 2010 Annual Executive Cash Incentive Plan (the “Plan”).  The purpose of the Plan is to incentivize and reward covered employees, including all of the Company’s executive officers, for achieving and/or exceeding certain Company earnings and other pre-established performance objectives.

Under the Plan, incentive cash awards to be paid to covered executives located in the United States (the “Worldwide” group) will be based on the Company’s performance with respect to a consolidated Adjusted EBITDA target, as defined within the Plan, as well as the achievement of a consolidated return on invested capital (“ROIC”) target and a consolidated revenue target.  Incentive cash awards to be paid to executives located in the United Kingdom (the “UK Only” group) will be based on that particular segment’s performance with respect to Adjusted EBITDA, ROIC, and revenue targets, as defined in the Plan.  Additionally, any incentive cash award to be paid under the Plan will require the achievement of specific pre-established objectives (“MBOs”) for each covered executive and may be modified by the level of achievement.

The following table outlines the 2010 performance targets for each group discussed above, and the relative weighting of each targeted performance metric, as applicable (in thousands, except percentages):

Group
  
Metric
  
Weighting
    
Threshold
    
Target
    
Maximum
  
                             
Worldwide
  
Adjusted EBITDA
     40 %   $ 110,000     $ 120,000 *   $ 140,000  
   
ROIC
     40 %     17.1 %     20.2 %     26.4 %
   
Total Revenues
     20 %   $ 527,534     $ 538,300     $ 559,832  
                                     
UK Only
  
Adjusted EBITDA
     45 %   £ 11,903     £ 12,980     £ 15,147  
   
ROIC
     45 %     16.6 %     20.9 %     29.4 %
   
Total UK Revenues
     10 %   £ 60,459     £ 61,693     £ 64,161  
                                     
* This target was set by the Company’s Board of Directors on December 12, 2009.
  

The Plan is designed to pay cash awards relative to the Company’s actual performance using the schedule shown below and is structured to reward the attainment of performance targets and to provide for substantially increased rewards when these performance targets are exceeded.  Payouts will not be made unless the Company exceeds certain critical threshold levels.

 
Performance Level
  
Incentive Payout for Performance
(% of Target)
Maximum
  
200%
Target
  
100%
Threshold
  
50%
Below Threshold
  
No Payout
 
 
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Regardless of the Company’s financial performance, the cash awards will be adjusted for the performance of each covered executive based on the attainment of his or her previously established MBOs.  The MBO adjustment scale, as outlined in the Plan, is as follows:

MBO Rating
  
Performance
  
Percentage of Award Paid
         
10
  
All MBOs exceeded
  
120%
9
  
All MBOs attained; other exceptional achievements
  
110%
8
  
All MBOs attained
  
100%
7
  
Substantially all MBOs attained
  
90%
6
  
Most but not all MBOs attained
  
80%
5
  
MBOs partially attained
  
60%
4
  
Most MBOs missed
  
30%
3
  
Substantially all MBOs not attained
  
10%
1-2
  
All MBOs missed
  
0%

For the Company’s Named Executive Officers (as such term is defined by the Securities and Exchange Commission), the 2010 targeted percentages are as follow:

 
Named Executive Officer
  
2010 Incentive Payout Target as a
Percentage of Base Salary
     
Steven A. Rathgaber – Chief Executive Officer                                                                                 
  
50%
J. Chris Brewster – Chief Financial Officer                                                                                 
  
50%
Michael H. Clinard – President of Global Services                                                                                 
  
50%
Rick Updyke – President of Global Development                                                                                 
  
50%
Carleton K. “Tres” Thompson, III – Chief Accounting Officer
  
40%

Although the parameters and metrics of the Plan are straight-forward and objective, nothing construed in the Plan constitutes a promise or other binding agreement by the Company to pay any award under the Plan to any member of the executive leadership team.  Further, although the size of any such award shall be calculated in accordance with the Plan, the decision to pay any cash award under the Plan to any member of the executive leadership team remains within the discretion of the Committee and the Board of Directors.

The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1           Cardtronics, Inc. 2010 Annual Executive Cash Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on May 17, 2009, Registration No. 001-33864).
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Cardtronics, Inc.
 
Date:  July 28, 2010
By: /s/   Tres Thompson
 
  
Name:  Tres Thompson
Title:  Chief Accounting Officer
 
 
 
 
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