UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2017 (July 20, 2017)
FIRST DATA CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-11073
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47-0731996
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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225 LIBERTY STREET
29
th
FLOOR
NEW YORK, NEW YORK
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10281
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
(800) 735-3362
Not Applicable
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2017, the Board of Directors (Board) of First Data Corporation (FDC) elected
Henrique De Castro
as a director of FDC. The Board also appointed Mr.
De Castro a
s a member of the Risk Committee.
Henrique De Castro is the former Chief Operating Officer of Yahoo! Inc., a digital media company that delivers personalized digital content and experiences worldwide by offering online properties and services to users. He held that position from November 2012 to January 2014. He previously served at Google Inc., a company that builds technology products and provides services to organize information, as President, Partner Business Worldwide from March 2012 to November 2012 and as President, Global Media, Mobile & Platforms from June 2009 to March 2012. Mr. De Castro is an advisor to Cantor Fitzgerald and has been a board member of Target Corporation since 2013.
Mr.
De Castro
will receive the compensation for nonemployee directors not associated with Kohlberg Kravis Roberts & Co. as described in Exhibit 10.1.
There are no arrangements or understandings between Mr.
De Castro
and any other person pursuant to which he was selected to become a member of the Board. There also are no transactions between Mr.
De Castro
and FDC or any subsidiary of FDC that are reportable under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) The following is a list of the Exhibits filed with this report.
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Exhibit Number
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Exhibit Description
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10.1
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Description of Compensation of Directors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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First Data Corporation
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Date: July 24, 2017
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By:
/s/ Stanley J. Andersen
Stanley J. Andersen
Vice President and Assistant Secretary
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Exhibit 10.1
Description of Compensation of Directors
Each director not employed by First Data Corporation (FDC) or affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR) receives the following compensation:
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An award of common stock valued at $150,000 based on the closing price of FDC common stock on the date of grant to be made on the date of initial appointment as a director and at the close of business on the date of each subsequent FDC Annual Shareholder Meeting.
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An annual retainer of $85,000 to be paid in quarterly installments on the first business day of each quarter.
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Each non-employee director associated with KKR receives an annual cash retainer of $40,000, payable in semi-annual installments on the first business day of January and July of each year.
Each Committee Chairperson determined by the Board to be an independent director receives an annual retainer of $25,000, payable in quarterly installments on the first business day of each calendar quarter.
All cash compensation may be deferred under the First Data 2008 Non-Employee Director Deferred Compensation Plan at the election of each director. All amounts deferred will accrue earnings based on the performance of First Data’s Class A common stock and are paid to the director upon termination of the director’s service, subject to acceleration of the payout under certain circumstances.