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 24, 2019

ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)


DELAWARE
 
001-15749
 
31-1429215
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)


7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(Address and Zip Code of Principal Executive Offices)

(214) 494-3000
(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 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
     
[     ]
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     
[     ]
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     
[     ]
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
     
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

In connection with Alliance Data Systems Corporation’s (“ADSC” or the “Company”) previously announced exploration of strategic alternatives for its Epsilon® business, including a potential sale of Epsilon (a “Transaction”), on January 24, 2019, the Compensation Committee of the Company’s Board of Directors approved a Transaction bonus of $1,100,000 for the Company’s Executive Vice President and President, Epsilon, Bryan J. Kennedy, to be paid within ninety days of the closing of the Transaction and contingent upon the achievement of certain quantitative and qualitative metrics with respect to the Transaction.






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.


 
Alliance Data Systems Corporation
       
Date:  January 30, 2019
By:
  
/s/ Joseph L. Motes III
     
Joseph L. Motes III
     
Senior Vice President, General Counsel and Corporate Secretary