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):

June 7, 2016

ALLIANCE DATA SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Charter)

7500 DALLAS PARKWAY, SUITE 700

PLANO, TEXAS 75024

(Address and Zip Code of Principal Executive Offices)

(214) 494-3000

(Registrant's Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 16, 2016, the Board of Directors ("Board") of Alliance Data Systems Corporation (the "Company") adopted an amendment to the Company's Second Amended and Restated Certificate of Incorporation ("Second Restated Certificate of Incorporation") to eliminate restrictions on removal of directors, to become effective upon approval by the Company's stockholders of proposal three contained in the Company's proxy statement for the 2016 annual meeting of stockholders and filing with the Secretary of State of the State of Delaware.  At the annual meeting of stockholders of the Company held June 7, 2016 (the "Annual Meeting"), the Company's stockholders approved this amendment and the Company filed the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on June 7, 2016.

The preceding description of the Certificate of Amendment is subject to, and qualified in its entirety by, reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

On June 8, 2016, the Board adopted the Third Amended and Restated Certificate of Incorporation ("Third Restated Certificate of Incorporation") of the Company for the sole purpose of integrating the amendments to the Second Restated Certificate of Incorporation, to become effective upon filing with the Secretary of State of the State of Delaware. The Company filed the Third Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 8, 2016.  

The preceding description of the Third Restated Certificate of Incorporation is subject to, and qualified in its entirety by, reference to the full text of the Third Restated Certificate of Incorporation, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2016, the Company's Annual Meeting was held at the Company's corporate headquarters at 7500 Dallas Parkway, Suite 700, Plano, Texas 75024.  A total of  50,119,425 shares of the Company's common stock were present or represented by proxy at the Annual Meeting, representing approximately 84.79% of the Company's shares outstanding as of April 8, 2016, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:

(a) Each of Bruce K. Anderson, Roger H. Ballou, D. Keith Cobb, E. Linn Draper, Jr., Edward J. Heffernan, Kenneth R. Jensen, Robert A. Minicucci and Laurie A. Tucker was elected as a director of the Company to serve until the 2017 annual meeting of stockholders.

Bruce K. Anderson

Roger H. Ballou

D. Keith Cobb

E. Linn Draper, Jr.

Edward J. Heffernan

Kenneth R. Jensen

 Robert A. Minicucci

 Laurie A. Tucker

(b) Executive compensation was approved, on an advisory basis, by the Company's stockholders.

 

 

  (c) An amendment to the Company's certificate of incorporation to eliminate restrictions on removal of directors was approved by the Company's stockholders as a routine matter for which brokers are permitted to vote without direction per New York Stock Exchange Rule 452. *

* If such proposal is considered a non-routine matter for which brokers are not permitted to vote without direction, the results would be as follows.

(d) The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2016 was ratified by the Company's stockholders.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

EXHIBIT INDEX

 

 

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