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): September 17, 2018
Worldpay, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35462 |
26-4532998 | ||
| (State of incorporation) | (Commission File Number) |
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2018, Worldpay, Inc. (the “Company”) announced that on September 17, 2018, Philip Jansen, the Company’s Co-Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), agreed to step down as Co-Chief Executive Officer, effective December 31, 2018, at which time Mr. Jansen will also resign as a member of the Board, and the size of the Board will be reduced to eleven directors.
The Company and Mr. Jansen have entered into an agreement memorializing the terms of his departure, which terms are consistent with his Service Agreement, Confirmation Letter and equity award agreements with the Company, as well as Company policies and statutory entitlements generally available to all employees based in the United Kingdom.
A copy of the press release announcing Mr. Jansen’s departure is furnished as Exhibit 99.1 to this current report, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit |
Description | |
| 99.1 | Press Release dated September 19, 2018. | |
2
SIGNATURES
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.
| WORLDPAY, INC. | ||||||
| Dated: September 19, 2018 |
By: | /s/ NELSON F. GREENE | ||||
| Name: | Nelson F. Greene | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
4
Exhibit 99.1
Worldpay Announces Co-Chief Executive Officer Philip Jansen to Step Down at the End of 2018; Charles Drucker to Become CEO
CINCINNATI and LONDON – Sep. 19, 2018, Worldpay, Inc. (NYSE: WP; LSE: WPY) announced today, that on Dec. 31, 2018, Philip Jansen will step down as co-chief executive officer and a member of the board of directors. At that time, the Company will transition to a single chief executive officer, which will be current Executive Chairman and co-CEO Charles Drucker.
“Philip has been a great partner in helping bring Vantiv and Worldpay together, and I’d like to thank him for his significant contributions,” said Drucker. “It has been a great experience working with Philip to accelerate our early successes and create strong momentum for the company. In just eight months we have attained key integration milestones and already created significant synergies. I look forward to continuing to execute on our successful strategy along with my global leadership team over the long-term.”
“It has been a great privilege to help create the world’s leading payments company with Charles,” said Philip Jansen, co-chief executive officer. “The value proposition of the company to clients and shareholders remains unparalleled, and I look forward to watching the next chapters of the Worldpay success story unfold. As planned, with the completion of the initial phase of the integration, now is the right time for the company to transition to having a single CEO lead the business. Our colleagues worldwide have helped get us to this point, and I’m incredibly proud to have worked with each of them across the globe.”
About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global integrated omni-commerce. With industry-leading scale and an unmatched integrated technology platform, Worldpay offers clients a comprehensive suite of products and services globally, delivered through a single provider.
Worldpay processes over 40 billion transactions annually through more than 300 payment types across 146 countries and 126 currencies. The company’s growth strategy includes expanding into high-growth markets, verticals and customer segments, including global eCommerce, Integrated Payments and B2B.
Worldpay, Inc. was formed in 2018 through the combination of the No. 1 merchant acquirers in the U.S. and the U.K. Worldpay, Inc. trades on the New York Stock Exchange as “WP” and the London Stock Exchange as “WPY.”
# # #
CONTACTS
Media
Andrew Ciafardini
Corporate Communications
(513) 900-5308
Andrew.Ciafardini@worldpay.com
Investors
Nathan Rozof, CFA
Investor Relations
(866) 254-4811
(513) 900-4811
IR@worldpay.com