Form 8-K CHECKPOINT SYSTEMS INC For: Jan 07
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E-mailUNITED 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 4, 2016
CHECKPOINT SYSTEMS, INC.
(Exact name of Registrant as specified in its Articles of Incorporation)
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Pennsylvania
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001-11257
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22-1895850
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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101 Wolf Drive, PO Box 188, Thorofare, New Jersey
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08086
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(Address of principal executive offices)
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(Zip Code)
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856-848-1800
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(Registrant’s telephone number, including area code)
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N/A
(Former name or address, if changed since last report)
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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 (see General Instruction A.2. below):
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 5, 2016, the Board of Directors (the “Board”) of Checkpoint Systems, Inc. ("Checkpoint" or the "Company") appointed Daniel R. Maurer, age 59 to serve on the Board. Mr. Maurer will serve as a Class I director, with his initial term expiring at the Company's 2016 annual meeting of shareholders.
There were no arrangements or understandings between Mr. Maurer and any other persons pursuant to which he was selected as a director. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party and with which Mr. Maurer or any member of his immediate family had, or will have, a direct or indirect material interest. The Board has determined that Mr. Maurer meets the applicable independence requirements of the New York Stock Exchange and has been appointed to serve on the Compensation Committee as well as the Governance and Nominating Committee.
Concurrently with his appointment to the Board, Mr. Maurer was granted an option to purchase 10,000 shares of common stock at an exercise price of $6.1039 under the Company's 2015 Incentive Award Plan.
In connection with his appointment, Mr. Maurer will receive the standard annual compensation for independent directors of $50,000. In addition, Mr. Maurer will be entitled to receive an annual equity grant of $100,000 of restricted stock units, which will vest on the first anniversary of the date of grant.
Simultaneously, the Company is announcing the retirement of R. Keith Elliott from its Board of Directors, effective January 6, 2016. Mr. Elliott has been a director of Checkpoint Systems since 2000. His decision is not the result of any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
The Company issued a press release on January 7, 2016 announcing the appointment of Mr. Maurer to the Board of Directors and Mr. Elliott’s retirement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press Release dated January 7, 2016 issued by Checkpoint Systems, Inc.
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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.
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Checkpoint Systems, Inc.
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Dated: January 7, 2016
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By:
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/s/ Bryan T. R. Rowland
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Bryan T. R. Rowland
Vice President, General Counsel
and Corporate Secretary
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Checkpoint Systems, Inc.
Index of Exhibits
Exhibit
Number Description
99.1 Press Release dated January 7, 2016
101 Wolf Drive
Thorofare, NJ 08086 USA
Tel.: +800-257-5540
Fax: +856-848-0937
www.checkpointsystems.com
News
COMPANY CONTACT:
James M. Lucania
856-384-2480
Checkpoint Systems, Inc. Appoints New Independent Director;
Announces the Retirement of Board Member R. Keith Elliott
Checkpoint Systems, Inc., Thorofare, NJ, January 7, 2016 (NYSE: CKP) announced today that it has appointed Daniel R. Maurer to its Board of Directors, effective immediately.
Stephen David, Chairman of the Board commented, "We are pleased to have Dan as a new member of the Board. In line with our previous communications about Board refreshment and shareholder engagement, we have conducted a thorough process with recommendations from multiple sources including shareholders, an independent executive search firm, management, and the Board. The Board considers Mr. Maurer to be an exceptional addition to our Board with particular expertise in technology, strategy, and operations.”
Mr. Maurer has served as senior executive and has a history of generating top and bottom line growth, domestically and internationally. Mr. Maurer’s distinguished career includes a variety of leadership roles, most recently at Intuit as a Senior Vice President leading the $800 million Small Business Solutions Group. Prior to Intuit, Mr. Maurer was Vice President of Strategy at Campbell Soup Company, and worked more than 20 years at Procter & Gamble. Mr. Maurer currently serves on the Board of Zagg, Inc., a mobile accessory solutions provider, serving as the Chair of the Compensation Committee and a member of the Audit Committee. He also serves on the Board of CNO Financial Group, Inc., serving as a member of the Human Resources and Compensation Committee.
Simultaneously, the Company is announcing the retirement of R. Keith Elliott from its Board of Directors, effective January 6, 2016. Mr. Elliott has been a director of Checkpoint Systems since 2000 and his term was due to expire at the 2016 annual meeting. His decision to retire is not the result of any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
"On behalf of Checkpoint Systems and its shareholders, I wish to thank Keith for his many years of service to the Company. Keith has served in various roles including Board Chairman, Lead Director and Chair of the audit, governance, and compensation committee. Keith has contributed in countless ways during his tenure" said Steve David, Chairman of Checkpoint Systems.
Checkpoint Systems, Inc.
Checkpoint Systems is a global leader in merchandise availability solutions for the retail industry, encompassing loss prevention and merchandise visibility. Checkpoint provides end-to-end solutions enabling retailers to achieve accurate real-time inventory, accelerate the replenishment cycle, prevent out-of-stocks and reduce theft, thus improving merchandise availability and the shopper’s experience. Checkpoint's solutions are built upon 45 years of radio frequency technology expertise, innovative high-theft and loss-prevention solutions, market-leading RFID hardware, software, and comprehensive labeling capabilities, to brand, secure and track merchandise from source to shelf. Checkpoint's customers benefit from increased sales and profits by implementing merchandise availability solutions, to ensure the right merchandise is available at the right place and time when consumers are ready to buy.
For more information, visit www.checkpointsystems.com.
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