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): September 15, 2020
 
CPI CARD GROUP INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)	001-37584
(Commission
File Number)	26-0344657
(I.R.S. Employer
Identification No.)	
 
 	CPI Card Group Inc.
10026 West San Juan Way, Suite 200
Littleton, CO
(Address of principal executive offices)	80127
(Zip Code)	
 
(720) 681-6304
(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:
 
¨   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))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
 
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock, $0.001 par value	PMTS	OTC Markets Group Inc.	
 
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 x
 
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. x

 

  
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(d)
 
On September 15, 2020, the Board of Directors (the “Board”) of CPI Card Group Inc. (the “Company”) voted to appoint Jorg Schneewind to the Board to fill the vacancy on the Board that resulted from a director retirement earlier in 2020. In addition, the Board appointed Mr. Schneewind to the Nominating and Corporate Governance Committee of the Board, also effective September 15, 2020.
 
There is no arrangement or understanding between Mr. Schneewind and any other persons pursuant to which Mr. Schneewind was selected as a director. There are no transactions involving Mr. Schneewind requiring disclosure under Item 404(a) of Regulation S-K.
 
Mr. Schneewind’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, as discussed in the Company’s Proxy Statement dated April 13, 2020, prorated for the time he serves during 2020.
 
Item 7.01    Regulation FD Disclosure.
 
On September 15, 2020, the Company issued a press release announcing Mr. Schneewind’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
Item 9.01   Financial Statements and Exhibits.
 
(d) Exhibits:
  
Exhibit No.	 	Description of Exhibit	
99.1	 	Press Release dated September 15, 2020 regarding the appointment of Mr. Schneewind.	

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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 hereunto duly authorized.
 
 	CPI CARD GROUP INC.	
 	 	 	
Dated: September 16, 2020	By:	/s/ Sarah J. Kilgore	
 	Name:	Sarah J. Kilgore	
 	Title:	Chief Legal and Compliance Officer	

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Exhibit 99.1
 
CPI Card Group Inc. Appoints Jorg Schneewind to Board of Directors
 
Date: September 15, 2020
 
Littleton, Colo. September 15, 2020 — CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced the addition of Jorg Schneewind to its Board of Directors, effective September 15, 2020. The Board also appointed Schneewind to the Nominating and Corporate Governance Committee.
 
“I am pleased to welcome Jorg to our Board as an independent Director,” said Bradley Seaman, Chairman of CPI’s Board of Directors. “Jorg’s extensive background in manufacturing will make him a valuable addition to our Board.”
 
Since 2019, Schneewind has been the President of Appvion, Inc., a leader in innovative packaging solutions. Schneewind previously served as the President of Bemis Healthcare Packaging Inc. for three years and as the President and Chief Executive Officer of Freudenberg Medical LLC for ten years.
 
“CPI Card Group has established itself as a market leader through operational excellence, product innovation and steadfast customer focus,” said Schneewind. “I am excited to contribute to CPI’s continuing success as a member of the Board.”
 
About CPI Card Group Inc.
 
CPI Card Group® is a payment technology company and leading provider of credit, debit and prepaid solutions delivered physically, digitally and on-demand. CPI helps our customers foster connections and build their brands through innovative and reliable solutions, including financial payment cards, personalization, and Software-as-a-Service (SaaS) instant issuance. CPI has more than 20 years of experience in the payments market and is a trusted partner to financial institutions and payments services providers. Serving customers from locations throughout the United States, CPI has a large network of high security facilities, each of which is registered as PCI compliant by one or more of the payment brands: Visa, Mastercard®, American Express® and Discover®. Learn more at www.cpicardgroup.com.
 
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Contacts:
CPI Card Group Inc. Investor Relations:
(877) 369-9016
InvestorRelations@cpicardgroup.com