Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 15, 2013, George F. Raymond, a member of the Board of Directors of Heartland Payment Systems, Inc. (the "Company"), has notified the Company's Board of Directors of his intention to not stand for re-election to the Company's Board of Directors when his term expires at the Company's 2013 annual meeting of stockholders. Mr. Raymond will continue as a member of the Board of Directors until the 2013 annual meeting of stockholders, which is expected to be held in May 2013. The Company acknowledges with gratitude Mr. Raymond's many years of valued service to the Company and its stockholders.

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