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):
May 27, 2021

ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
 
001-15749
 
31-1429215
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)


3075 LOYALTY CIRCLE
COLUMBUS, OH 43219
(Address and Zip Code of Principal Executive Offices)

(614) 729-4000
(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:

☐
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
☐
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
☐
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
☐
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading symbol
  
Name of each exchange on which registered
Common stock, par value $0.01 per share
  
ADS
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    [  ]


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

On May 27, 2021, Alliance Data Systems Corporation’s (the “Company”) Annual Meeting was held in a virtual-only format.  A total of 42,096,255 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 84.66% of the Company’s shares outstanding as of March 31, 2021, 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 Ralph J. Andretta, Roger H. Ballou, John C. Gerspach, Jr., Karin J. Kimbrough, Rajesh Natarajan, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2022 annual meeting of stockholders.

Ralph J. Andretta

36,698,746
  
For
  
166,663
  
Against
  
27,083
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Roger H. Ballou

34,013,558
  
For
  
2,850,992
  
Against
  
27,942
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


John C. Gerspach, Jr.

36,810,191
  
For
  
56,173
  
Against
  
26,128
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Karin J. Kimbrough

34,769,646
  
For
  
2,096,662
  
Against
  
26,184
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Rajesh Natarajan

36,757,435
  
For
  
110,019
  
Against
  
25,038
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Timothy J. Theriault

36,408,318
  
For
  
457,430
  
Against
  
26,744
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Laurie A. Tucker

34,286,887
  
For
  
2,580,179
  
Against
  
25,426
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


Sharen J. Turney

33,602,501
  
For
  
3,265,127
  
Against
  
24,864
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


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

29,884,506
  
For
  
6,902,550
  
Against
  
105,436
  
Abstain
  
5,203,763
  
Broker Non-Votes
  


(c) The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 was ratified by the Company’s stockholders.

38,400,653
  
For
  
3,657,436
  
Against
  
38,166
  
Abstain
  


Item 7.01 Regulation FD Disclosure.

On June 1, 2021, the Company issued a press release announcing the election of Karin J. Kimbrough to its board of directors. A copy of this press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Document Description
     
 
Press release dated June 1, 2021.
     
 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this report (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

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.


 
Alliance Data Systems Corporation
       
Date: June 1, 2021
By:
  
/s/ Joseph L. Motes III
     
Joseph L. Motes III
     
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary