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): March 16, 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
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.
 
(b)   On March 16, 2020, Douglas Pearce informed the Board of Directors (the “Board”) of CPI Card Group Inc. (the “Company”) of his decision not to stand for reelection to the Board at the Company’s 2020 Annual Meeting of Stockholders. Mr. Pearce intends to continue to serve through the remainder of his current term. Mr. Pearce’s decision was not related to any disagreement with the Company on any matter relating to its strategy, leadership, operations, policies or practices.
  
2

 
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: March 20, 2020	By:	/s/ Sarah J. Kilgore	
 	Name:	Sarah J. Kilgore	
 	Title:	Chief Legal and Compliance Officer