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Section 1: 8-K (8-K)

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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): March 22, 2018


VERIFONE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32465

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

04-3692546
(IRS Employer Identification No.)

88 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)

408-232-7800
(Registrant’s telephone number, including area code)

N/A
(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 (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))





Item 5.07.    Submission of Matters to a Vote of Security Holders.

VeriFone Systems, Inc. (the "Company") held its Annual Meeting on March 22, 2018. The matters submitted to a vote of the stockholders at the Annual Meeting and the final results for each matter submitted are as follows:

1.
The Company’s stockholders elected each of the following ten director nominees to serve a one-year term on the Company’s Board of Directors. The vote results were as follows:

Name of Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Robert W. Alspaugh
89,399,504
1,307,175
552,105
8,270,801
Karen Austin
89,839,270
883,467
536,047
8,270,801
Ronald Black
76,070,406
14,648,564
539,814
8,270,801
Paul Galant
89,483,552
1,242,472
532,760
8,270,801
Alex W. (Pete) Hart
89,306,367
1,400,912
551,505
8,270,801
Robert B. Henske
87,559,509
3,147,561
551,714
8,270,801
Larry A. Klane
89,358,016
1,362,952
537,816
8,270,801
Jonathan I. Schwartz
88,248,612
2,473,909
536,263
8,270,801
Jane J. Thompson
85,470,545
5,235,509
552,730
8,270,801
Rowan Trollope
90,085,720
634,992
538,072
8,270,801


2.
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth in its Proxy Statement. The vote results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
45,982,524
44,099,550
1,176,710
8,270,801
 


3.
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending October 31, 2018. The vote results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
97,543,174
1,173,834
812,577
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
VERIFONE SYSTEMS, INC.
 
 
 
 
Date: March 26, 2018
 
By:
/S/  Vikram Varma
 
 
Name:
Vikram Varma
 
 
Title:
General Counsel



        
        
        


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