Points International, Ltd. - Report of Foreign Issuer
Points International, Ltd.
POINTS INTERNATIONAL LTD (Form: 6-K, Received: 05/05/2017 16:07:18)

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 , 2017

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 5, 2017 By: /s/ Michael D'Amico
  Name: Michael D'Amico
* 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 5, 2017
   
99.2 Report of Voting Results



Points International Announces Results of Annual General Meeting

Appoints new board member

TORONTO, Canada, May 5, 2017 -- 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 4, 2017 were passed, including the reappointment of the company’s directors and the appointment of Charles Gillman as a new member of the board of directors.

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

  Number of Shares For Number of Shares Withheld
David Adams 5,965,978 983,947
Christopher Barnard 5,061,065 1,888,860
Michael Beckerman 5,968,428 981,497
Bernay Box 6,612,386 337,539
Douglas Carty 5,984,284 965,641
Bruce Croxon 5,061,221 1,888,704
Charles Gillman 6,590,952 358,973
Robert MacLean 5,968,228 981,697
John Thompson 5,966,178 983,747

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 9,986,542 228,244  

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.

Bernay Box, Points' Chairman of the Board commented, "We are pleased to welcome Charles to our board of directors. We believe Charles will bring extensive experience and additional perspective to our board as an institutional investor and director of other companies, and will be an asset to our organization.”

Mr. Gillman is currently the Executive Managing Director of the IDWR Multi-Family Office, a multi-family investment firm, a position he has held since June 2013. IDWR employs a team of analysts with expertise in finding publicly traded companies that require operational enhancement and an improvement in corporate capital allocation. From 2001 to 2013, Mr. Gillman was a portfolio manager of certain family office investment portfolios at Nadel and Gussman, LLC. Prior to his employment at Nadel and Gussman, Mr. Gillman worked in the investment industry and as a strategic management consultant at McKinsey & Company, where he gained experience designing operational turnarounds of U.S. and international companies. Mr. Gillman has served as a director of Digirad Corporation (NASDAQ: DRAD), a diagnostic imaging solutions company, since April 2012. In addition, Mr. Gillman currently serves on the boards of directors of Novation Companies, Inc., a specialty finance company, a post he has held since January 2016, Solitron Devices, Inc., a solid-state semiconductor components company, a post he has held since July 2016, Littlefield Corp, a charitable bingo business, a post he has held since May 2008, and Datawatch Corporation, a business computer software company, a post he held from April 2016 to April 2017.


Mr. Gillman is a Summa Cum Laude graduate of the Wharton School of the University of Pennsylvania and a Director of the Penn Club of New York, which serves as the Manhattan home of the Wharton and Penn alumni community.

About Points

Points , publicly traded as Points International Ltd. (TSX:PTS) (Nasdaq:PCOM), is the global leader in providing loyalty eCommerce and technology solutions to the world's top brands to power innovative services that drive increased loyalty program revenue and member engagement. With a growing network of almost 60 global loyalty programs integrated into its unique Loyalty Commerce Platform, Points offers three core private or co-branded services: Loyalty Currency Retailing, which includes the Buy, Gift & Transfer services, retails loyalty points and miles directly to consumers; Points Travel, which helps loyalty programs increase program revenue from hotel and car bookings, providing more opportunities for members to earn and redeem loyalty rewards more quickly; and Platform Partners, a multi-channel service offering which provides developers transactional access to dozens of loyalty programs and their hundreds of millions of members via a package of APIs. 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 .

Contact:
Points Investor Relations
ICR
Garo Toomajanian
ir@points.com



POINTS INTERNATIONAL LTD.
ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 2017

Report on Voting Results

Following the Annual Meeting of Shareholders of Points International Ltd. (the “Corporation”) held on May 4, 2017 (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 5,965,978 983,947
     Christopher Barnard 5,061,065 1,888,860
     Michael Beckerman 5,968,428 981,497
     Bernay Box 6,612,386 337,539
     Douglas Carty 5,984,284 965,641
     Bruce Croxon 5,061,221 1,888,704
     Charles Gillman 6,590,952 358,973
     Robert MacLean 5,968,228 981,697
     John Thompson 5,966,178 983,747
 2. Appointment of KPMG LLP as Auditors
of the Corporation.
 Number of Shares For Number of Shares Withheld
     9,986,542  228,244  

All resolutions put to the annual meeting of shareholders held on May 4, 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.