UNITED STATES
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): January 27, 2014
Vantiv, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State of incorporation) | 001-35462 (Commission File Number) | 26-4532998 (IRS Employer Identification No.) |
8500 Governor’s Hill Drive Symmes Township, Ohio 45249 (Address of principal executive offices, including zip code) | ||
(513) 900-5250 (Registrant’s telephone number, including area code) | ||
Check the appropriate box below if the Form 8-K filing 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On January 27, 2014, Lori A. Beer resigned as a member of the board of directors (the “Board”) of Vantiv, Inc. (the “Company”) as a result of a professional opportunity. There were no disagreements between the Company and Ms. Beer that led to her decision to resign.
(d) To maintain a Board of not less than 11 directors, as required by the Company’s certificate of incorporation for so long as any shares of the Company’s Class B common stock are outstanding, the Board elected Mark Heimbouch, the Company’s Chief Financial Officer, a director to fill the vacancy resulting from Ms. Beer’s resignation while the Board conducts a search for an independent outside director. Mr. Heimbouch’s election to the Board was effective January 28, 2014. Mr. Heimbouch will not receive any additional compensation for his service as a director and will not serve on any of the Board’s committees.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VANTIV, INC. | ||||
Dated: January 31, 2014 | By: | /s/ NELSON F. GREENE | ||
Name: | Nelson F. Greene | |||
Title: | Chief Legal Officer and Secretary | |||
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