Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On May 15, 2012, Mr. Charles R. Rinehart, a member of the Board of
Directors of VeriFone Systems, Inc. (the "Company") and the current Chairman of
the Board notified the Company that he will not stand for reelection to the
Board of Directors at the Company's upcoming 2012 Annual Meeting of Stockholders
scheduled for June 27, 2012. Mr. Rinehart's decision is not the result of any
disagreement with the Board of Directors or the Company. Mr. Rinehart will
continue to serve as director, Chairman of the Board and as a member of the
Audit Committee until the close of the Annual Meeting on June 27, 2012,
following which Mr. Rinehart will cease to be a director of the Company. The
Company extends its appreciation to Mr. Rinehart for his service on the Board,
as Chairman of the Board and as a member of the Audit Committee.
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