Points International Ltd.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE   13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2018

Commission File Number: 001-35078

 

POINTS INTERNATIONAL LTD.

(Translation of registrant's name into English)
 
111 Richmond St., W. Suite 700, Toronto, ON, M5H 2G4, Canada
(Address of principal executive offices)
 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 Form 20-F [  ]      Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [  ]   No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________________.

 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, thereunto duly authorized.

  Points International Ltd.
  (Registrant)
     
Date: May 11, 2018 By: /s/ Erick Georgiou
  Name: Erick Georgiou
* Print the name and title under the signature of the signing officer. Title: Chief Financial Officer

 

NYC#: 108692.1

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC1815(04-09)

 


EXHIBIT INDEX

99.1 Press Release dated May 11, 2018
   
99.2 Report of Voting Results


Points International Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Points International Announces Results of Annual General Meeting

TORONTO, Canada, May 11, 2018 -- Points (TSX: PTS) (Nasdaq: PCOM), the global leader in powering loyalty commerce, announced today that all resolutions put to the annual meeting of shareholders held on May 10, 2018 were passed, including the reappointment of the company’s directors.

The following votes were received with respect to each director nominee:

   

Number of Shares For

 

 

Number of Shares Withheld

 
David Adams  

6,339,158

 

 

526,032

 
Christopher Barnard  

6,342,167

 

 

523,023

 
Michael Beckerman  

6,311,287

 

 

553,903

 
Bernay Box  

6,632,662

 

 

232,528

 
Douglas Carty  

6,339,506

 

 

525,684

 
Bruce Croxon  

6,313,771

 

 

551,419

 
Charles Gillman  

6,647,591

 

 

217,599

 
Robert MacLean  

6,339,842

 

 

525,348

 
John Thompson  

6,309,346

 

 

555,844

 

In addition, shareholders voted in favor of the reappointment of KPMG LLP as the auditors of the company.

The following votes were received with respect to the resolution:

   

Number of Shares For

 

 

Number of Shares Withheld

 
Appointment of Auditors  

9,791,872

 

 

664,987

 

As a vote for the appointment of the auditors was taken by a show of hands, the number of votes disclosed reflects only those proxies received by management in advance of the meeting.

About Points

Points, (TSX: PTS) (Nasdaq: PCOM) provides loyalty e-commerce and technology solutions to the world's top brands to power innovative services that drive increased loyalty program revenue and member engagement. The company has a growing network of more than 65 global loyalty programs integrated into its unique Loyalty Commerce Platform. Points offers three core private or co-branded services: its Loyalty Currency Retailing service, which retails loyalty points and miles directly to consumers; its Platform Partners service, which offers developers transactional access to dozens of loyalty programs and hundreds of millions of members via a package of APIs; and its Points Travel service, which helps loyalty programs increase revenue from hotel bookings, while enabling members to more effectively earn and redeem loyalty rewards. Points is headquartered in Toronto with offices in San Francisco and London. For more information, visit company.points.com, follow Points on Twitter (@PointsLoyalty) or read the Points blog. For Points’ financial information, visit investor.points.com.


Investor Relations Contact:

Sean Mansouri or Cody Slach
Liolios Group, Inc.
949-574-3860
PCOM@liolios.com


Points International Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

POINTS INTERNATIONAL LTD.
ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2018

Report on Voting Results

Following the Annual Meeting of Shareholders of Points International Ltd. (the “Corporation”) held on May 10, 2018 (the “Meeting”) the following voting results were obtained at the Meeting:

Items Voted Upon Voting Result    
1. Election of Directors.   Number of Shares  
      For Number of Shares Withheld
       David Adams 6,339,158 526,032
       Christopher Barnard 6,342,167 523,023
       Michael Beckerman 6,311,287 553,903
       Bernay Box 6,632,662 232,528
       Douglas Carty 6,339,506 525,684
       Bruce Croxon 6,313,771 551,419
       Charles Gillman 6,647,591 217,599
       Robert MacLean 6,339,842 525,348
       John Thompson 6,309,346 555,844
2. Appointment of KPMG LLP as Auditors of the Corporation.

  Number of Shares For Number of Shares Withheld

     
       9,791,872  664,987  

All resolutions put to the annual meeting of shareholders held on May 10, 2017 were passed. As a vote for the appointment of the auditors was taken by a show of hands, the number of votes disclosed reflects only those proxies received by management in advance of the meeting.

(s) Charles Whitburn
Vice President & General Counsel
Points International Ltd.