EVO Payments, Inc. (Form: 8-K, Received: 02/26/2020 08:30:44)

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): February 25, 2020

EVO Payments, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-38504		82-1304484
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

Ten Glenlake Parkway, South Tower, Suite 950 Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (516) 479-9000

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 (see General Instruction A.2. below):

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		EVOP		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2020, the board of directors (the “Board”) of EVO Payments, Inc. (the “Company”) appointed Mark Chancy to serve as a director, effective March 1, 2020. Mr. Chancy will serve as a Group I director of the Company and as a member of the Audit Committee of the Board. The Board has determined that Mr. Chancy is an independent director within the meaning of Nasdaq Rule 5605.

Mr. Chancy most recently served as Vice Chairman and Co-Chief Operating Officer at SunTrust Banks, Inc. (“SunTrust”). In this role, he was responsible for SunTrust’s consumer banking, consumer lending, private wealth management and mortgage businesses, as well as enterprise marketing and data and analytics functions for the company. Prior to this role, Mr. Chancy held various executive roles at SunTrust from 2001 to 2017, including Chief Financial Officer and Wholesale Segment Executive.

Mr. Chancy will receive compensation for his service on the Board consistent with the compensation paid to the Company’s other independent directors who are not affiliated with Blueapple, Inc. or Madison Dearborn Partners, LLC, which includes an annual cash retainer fee of $100,000. In addition, Mr. Chancy will also enter into the Company’s standard indemnification agreement requiring the Company to indemnify Mr. Chancy, to the fullest extent permitted under the Delaware General Corporation Law, against all expenses, losses and liabilities that may arise in connection with actual or threatened proceedings in which Mr. Chancy is involved by reason of his service as a member of the Company’s board of directors.

In connection with Mr. Chancy’s appointment, the Board also approved a $125,000 grant of restricted stock units to Mr. Chancy with a grant date of March 1, 2020, all of which will vest on March 1, 2021.

There are no arrangements or understandings between Mr. Chancy and any person pursuant to which he was appointed as a member of the Board. Mr. Chancy does not have a family relationship with any of the executive officers or directors of the Company. There are no transactions in which Mr. Chancy had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing Mr. Chancy’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Press release dated February 26, 2020

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.

	EVO Payments, Inc.

	By:	/s/ Steven J. de Groot
		Name:	Steven J. de Groot
Date: February 26, 2020		Title:	Executive Vice President, General Counsel and Secretary

Exhibit 99.1

February 26, 2020

EVO Payments Appoints Mark A. Chancy to Board of Directors

ATLANTA--(GLOBE NEWS WIRE)—February 26, 2020—EVO Payments, Inc. (NASDAQ: EVOP) (“EVO”), a leading global provider of payment technology integrations and acquiring solutions, announced today that Mark A. Chancy has been appointed to EVO’s Board of Directors effective March 1, 2020.

Mr. Chancy brings over 30 years of extensive financial services experience to EVO’s Board of Directors. Mr. Chancy most recently served as Vice Chairman and Co-Chief Operating Officer at SunTrust Banks, Inc. (“SunTrust”). In this role, he was responsible for SunTrust’s consumer banking, consumer lending, private wealth management and mortgage businesses, as well as enterprise marketing and data and analytics functions for the company. Prior to this role, Mr. Chancy held various executive roles at SunTrust from 2001 to 2017, including Chief Financial Officer and Wholesale Segment Executive.

Mr. Chancy currently serves as a member of the board of directors of Westside Future Fund and Children’s Healthcare of Atlanta where he serves as the chair of its Foundation.

“We are very pleased to welcome Mark to our Board of Directors,” said Ray Sidhom, Chairman of the Board of Directors. “His extensive financial, operational, and strategic experience, coupled with his knowledge of the financial services industry, will be a valuable asset to EVO and our shareholders as we continue to grow as a public company.”

About EVO Payments, Inc.

EVO Payments, Inc. (NASDAQ: EVOP) is a leading payment technology and services provider. EVO offers an array of innovative, reliable, and secure payment solutions to merchants ranging from small and mid-size enterprises to multinational companies and organizations across the globe. As a fully integrated merchant acquirer and payment processor in over 50 markets and 150 currencies worldwide, EVO provides competitive solutions that promote business growth, increase customer loyalty, and enhance data security in the markets it serves.

Forward-Looking Statements

This release contains statements about future events and expectations that constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements included in this release are made only as of the date hereof and, except for EVO’s ongoing obligations under applicable securities laws, EVO undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

Sarah Jane Perry

Investor Relations & Corporate Communications Manager

770-709-7365