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PAY > SEC Filings for PAY > Form 8-K on 26-Mar-2014All Recent SEC Filings

Show all filings for VERIFONE SYSTEMS, INC.



Change in Directors or Principal Officers, Financial Statements and Exhibi

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

(b) On March 26, 2014, VeriFone Systems, Inc. (the "Company") announced that Mr. Richard A. McGinn has resigned from the Company's Board of Directors and as a member of its Corporate Governance and Nominating Committee, effective immediately. Mr. McGinn's resignation is not the result of any disagreement with the Board of Directors or the Company. The Company and the Board of Directors extend their appreciation to Mr. McGinn for his service on the Board of Directors and as a member of the Corporate Governance and Nominating Committee.

(d) On March 26, 2014, the Company announced the appointment of Ms. Jane J. Thompson to the Company's Board of Directors, effective immediately. Ms. Thompson fills the vacancy created by the resignation of Mr. McGinn and will serve on the Board of Directors from the effective date of her appointment until the Company's next annual meeting of stockholders. Ms. Thompson will serve on the Compensation Committee of the Board of Directors.

Ms. Thompson is the founder and CEO of Jane J. Thompson Financial Services LLC, a management consulting firm. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Wal-mart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, and was a partner with McKinsey & Company, Inc. advising consumer companies. Ms. Thompson has served on the Board of Directors and the Compensation Committee of Fresh Market, Inc., a specialty food retailer, since June 2012, and, from 1995 to 1999, served on the Board of Directors and the Audit Committee of ConAgra Foods, Inc., a packaged food company. Ms. Thompson received a Master's in Business Administration from Harvard Business School and a Bachelor's in Business Administration in Marketing from the University of Cincinnati.

Ms. Thompson brings to our Board of Directors extensive management experience leading multi-billion dollar organizations in the financial services, home services, retail and ecommerce industries, with expertise in the evolving relationship between retailers and consumers, as well as experience driving strategy and growth for large corporations.

The Company will enter into an indemnification agreement with Ms. Thompson, whereby the Company will indemnify Ms. Thompson and advance expenses and costs incurred by her in connection with certain claims, suits, or proceedings arising as a result of her service on the Board of Directors.

Ms. Thompson has no reportable transactions under Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing Mr. McGinn's resignation and Ms. Thompson's appointment is attached as Exhibit 99.1 to this filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

Ex-10.1 Form of Indemnification Agreement*

Ex-99.1      Press Release, dated March 26, 2014, titled "VeriFone Welcomes New
             Member to Board of Directors"


* Filed as an exhibit to Amendment No. 5 to the Company's Registration Statement on Form S-1 (File No. 333-121947), filed April 29, 2005 and incorporated herein by reference.

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