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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): May 18, 2006
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31648 74-2806888
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(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 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))
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Item 1.01 Entry into a Material Definitive Agreement.
Stockholder Approval of the 2006 Stock Incentive Plan
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At the Annual Meeting of Stockholders of Euronet Worldwide, Inc. (the
"Company"), held on May 18, 2006 (the "Annual Meeting"), the Company's
stockholders approved, among other things, the Euronet Worldwide, Inc. 2006
Stock Incentive Plan (the "2006 Stock Incentive Plan").
The 2006 Stock Incentive Plan provides for grants of non-qualified stock
options and incentive stock options, restricted shares, restricted stock units,
stock appreciation rights, performance units and performance shares. The 2006
Stock Incentive Plan authorizes the issuance of up to 4,000,000 shares of the
Company's common stock in satisfaction of awards under the plan. To the extent
any award under the 2006 Stock Incentive Plan is exercised, cashed out,
terminates, expires or is forfeited without payment being made in the form of
shares of common stock, the shares subject to the award that were not so paid
will again be available for distribution under the 2006 Stock Incentive Plan. In
addition, except with respect to certain share limitations applicable to
incentive stock options, any shares of common stock that are used for full or
partial payment of the purchase price of shares of common stock with respect to
a stock option exercise and any shares of common stock withheld by the Company
for the purpose of satisfying any tax withholding obligation will automatically
become available under the 2006 Stock Incentive Plan and not counted against the
authorized limit.
Any director, key employee or independent contractor of Euronet or any
majority owned subsidiary will be eligible to receive awards under the 2006
Stock Incentive Plan. The objectives of the 2006 Stock Incentive Plan are to
strengthen key employees' commitment to the Company's success, to stimulate key
employees' efforts on the Company's behalf and to help the Company attract new
employees with the necessary education, skills and experience and to retain
existing key employees.
The foregoing description of the 2006 Stock Incentive Plan is qualified in
its entirety by reference to the actual terms of the 2006 Stock Incentive Plan,
which is attached hereto as Exhibit 10.1.
Stockholder Approval of the Euronet Executive Annual Incentive Plan
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At the Annual Meeting, the Company's stockholders also approved the Euronet
Worldwide, Inc. Executive Annual Incentive Plan (the "Performance Plan"). The
Performance Plan is designed to qualify bonuses paid under the Performance Plan
as "qualified performance-based compensation" for purposes of Section 162(m) of
the Internal Revenue Code. This enables the Company to exclude compensation
payable under the Performance Plan from the deduction limitations of Section
162(m). The purposes of the Performance Plan are to promote the Company's
success; to provide designated executive officers with an opportunity to receive
incentive compensation dependent upon that success; to attract, retain and
motivate such individuals; and to provide awards that are "qualified
performance-based" compensation under Section 162(m).
The Compensation Committee of the Company's Board of Directors will
administer the Performance Plan. Executive officers selected by the committee
are eligible to participate in the Performance Plan. Payment of compensation to
participants is conditioned upon the attainment of pre-established performance
goals measured over a performance period designated by the committee. A
performance period may be one or more periods of time over which the attainment
of one or more performance goals will be measured for the purposes of
determining a participant's right to payment in respect of an award under the
Performance Plan. The performance goals applicable to a performance period must
be established in writing by the committee no later than the earlier of (i) 90
days after the start of the performance period, or (ii) the date upon which 25%
of the performance period has elapsed.
The compensation amount that is payable to a participant in a performance
period will be determined in accordance with a pre-established objective award
formula based on the achievement of
performance goals. The committee has the discretion to reduce or eliminate, but
cannot increase, any amounts otherwise payable under the Performance Plan.
Incentive payments under the Performance Plan may be payable in cash or in
an equivalent number of shares of Company common stock issued pursuant to and
under one or more of the Company's stockholder approved stock incentive plans.
The maximum amount of incentive compensation payable under the Performance Plan
to any participant with respect to any fiscal year (or a portion thereof)
contained within a performance period is the lesser of 500% of the participant's
base annual salary as in effect as of the last day of such Performance Plan or
$4,000,000.
The foregoing description of the Performance Plan is qualified in its
entirety by reference to the actual terms of the Performance Plan, which is
attached hereto as Exhibit 10.2.
The committee previously approved the 2006 annual incentive compensation
program pursuant to the Performance Plan. For participants, target bonuses
expressed as a percentage of the participant's base salary were established by
the committee to be paid to the participant if, for Messrs. Brown, Henry, Weller
and Newman, specified levels of adjusted earnings per share were achieved, and
for Messrs. Bergman and Romney, specified levels of operating profits for the
participant's respective division were achieved. The committee established
target annual incentives as percentages of base salary for each of the following
participants as follows:
Percentage of Base
Name Salary Bonus Targets
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Michael J. Brown, Chairman of the Board
of Directors and Chief Executive Officer 50%, 100%, 200%
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Daniel R. Henry, President and Chief
Operating Officer 50%, 100%, 200%
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Rick L. Weller, Executive Vice President
and Chief Financial Officer 30%, 60%, 120%
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Jeffrey B. Newman, Executive Vice
President and General Counsel 30%, 50%, 80%
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Miro I. Bergman, Executive Vice
President and Chief Operating Officer -
Prepaid Processing Division 50%, 100%, 150%
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John Romney, Executive Vice President,
Managing Director, EMEA - EFT Processing
Division 50%, 100%, 150%
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
10.1 Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as
Appendix 1 to the Company's proxy statement filed with the
Securities and Exchange Commission on April 10, 2006, and
incorporated by reference herein)
10.2 Euronet Worldwide, Inc. Executive Annual Incentive Plan.
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.
EURONET WORLDWIDE, INC.
By: /s/ Jeffrey B. Newman
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Jeffrey B. Newman,
Executive Vice President and General
Counsel
Date: May 24, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as
Appendix 1 to the Company's proxy statement filed with the SEC
on April 10, 2006, and incorporated by reference herein)
10.2 Euronet Worldwide, Inc. Executive Annual Incentive Plan.