SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2019
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- ________________.
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.|
|Date: May 10, 2019||By:||/s/ Erick Georgiou|
|* Print the name and title under the signature of the signing officer.||Title:||Chief Financial Officer|
|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.|
|99.1||News Release dated May 10, 2019|
|99.2||Report of Voting Results|
Points International Announces Results of Annual
TORONTO, Canada, May 10, 2019 -- Points International Ltd. (TSX: PTS) (Nasdaq: PCOM) (Points or the Company), the global leader in powering loyalty commerce, announced today that all resolutions put to the annual and special meeting of shareholders held on May 9, 2019 were passed, including the reappointment of the companys directors and the appointment of Leontine Atkins and Jane Skoblo as new members of the board.
The following votes were received with respect to each director nominee:
|Number of Shares For||Number of Shares Withheld|
The following votes were received to approve unallocated options under the Companys stock option plan for the ensuing 3 years:
Number of Shares For Number of Shares Against
|Renewal of Stock Option Plan||3,716,939||3,646,790|
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||10,713,508||153,605|
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.
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 nearly 60 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, CFA or Cody Slach|
|Gateway Investor Relations|
POINTS INTERNATIONAL LTD.
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
MAY 9, 2019
Report on Voting Results
Following the Annual and Special Meeting of Shareholders of Points International Ltd. (the Company) held on May 9, 2019 (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|
|2. Ordinary resolution approving||Number of Shares For||Number of Shares Against|
|unallocated options under the||3,716,939||3,646,790|
|Companys stock option plan for the|
|ensuing three years.|
|3. Appointment of KPMG LLP as||Number of Shares For||Number of Shares Withheld|
|Auditors of the Company.||10,713,508||153,605|
All resolutions put to the Meeting 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.