Item 5.02(d)Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2021, the board of directors (the "Board") of EVO Payments, Inc.
(the "Company") increased the number of directors constituting the Board from
nine to ten and appointed Stacey Valy Panayiotou to fill the resulting vacancy,
effective August 16, 2021. Ms. Panayiotou will serve as a Group II director of
the Company. The Board has determined that Ms. Panayiotou is an independent
director within the meaning of Nasdaq Rule 5605.
Ms. Panayiotou, age 48, is the Executive Vice President, Human Resources of
Graphic Packaging International ("GPI") where she is responsible for leading the
strategic direction and operational execution of all aspects of human resources
as well as GPI's internal and external communications function. Prior to joining
GPI in 2019, Ms. Panayiotou spent 13 years with The Coca-Cola Company, where she
held a variety of senior leadership roles, including Global Vice President and
Head of Talent and Development and Vice President, Human Resources, Europe,
Middle East, and Africa.
Ms. Panayiotou will receive compensation for her service on the Board consistent
with the compensation paid to the Company's other independent directors who are
not affiliated with Blueapple, Inc. or Madison Dearborn Partners, LLC, which
includes an annual cash retainer fee of $100,000. In addition, Ms. Panayiotou
will also enter into the Company's standard indemnification agreement requiring
the Company to indemnify Ms. Panayiotou, to the fullest extent permitted under
the Delaware General Corporation Law, against all expenses, losses and
liabilities that may arise in connection with actual or threatened proceedings
in which Ms. Panayiotou is involved by reason of her service as a member of the
Company's board of directors.
Concurrent with Ms. Panayiotou's appointment, the Board also approved a $125,000
grant of restricted stock units to Ms. Panayiotou with a grant date of August
16, 2021, all of which will vest on August 16, 2022.
There are no arrangements or understandings between Ms. Panayiotou and any
person pursuant to which she was appointed as a member of the Company's board of
directors. Ms. Panayiotou does not have a family relationship with any of the
executive officers or directors of the Company. There are no transactions in
which Ms. Panayiotou had or will have an interest that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
A copy of the press release announcing Ms. Panayiotou's appointment is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Press release dated August 3, 2021
104 Cover page interactive data file (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses