On November 29, 2012, the Board of Directors (the "Board") of Heartland Payment Systems, Inc. (the "Company") appointed Maureen Breakiron-Evans as a member of the Board to fill a vacancy created by the Board's action on November 2, 2012 increasing the size of the Board from seven to eight members. Such action did not require an amendment to the Company's Bylaws because the Bylaws provide that the number of directors of the Company that shall constitute the whole Board shall be determined by a resolution of the Board. Also, on November 29, 2012, the Board appointed Ms. Breakiron-Evans to serve as a member of the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Breakiron-Evans and any other person pursuant to which Ms. Breakiron-Evans was elected a director. There are no transactions in which Ms. Breakiron-Evans has an interest requiring disclosure on the part of the Company under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Board has made a determination that Ms. Breakiron-Evans meets the independence requirements of the New York Stock Exchange as well as Section 10A(m)(3) of the Exchange Act, and is financially literate.
In accordance with the Company's director compensation policy and under the Company's 2008 Equity Incentive Plan, as amended and restated (the "Plan"), Ms. Breakiron-Evans received a grant of 1,010 restricted stock units, each of which represents a contingent right to receive one share of the Company's common stock upon vesting. Such restricted stock units vest upon the earlier of: (i) May 4, 2013 and (ii) the first business day preceding the date of the Company's 2013 annual meeting of stockholders, so long as Ms. Breakiron-Evans remains in Continuous Service (as such term is defined in the Plan). She will also receive the pro rata portion of the current $50,000 annual cash retainer the Company pays to its non-employee directors.
A copy of the press release announcing Ms. Breakiron-Evans' election to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number      Description
99.1        Press Release of Heartland Payment Systems, Inc. dated December 5, 2012