CPI Card Group Inc. Amended Omnibus Incentive Plan

By | November 24, 2017

LITTLETON, Colo.–(BUSINESS WIRE)–CPI Card Group Inc. (Nasdaq:PMTS; TSX:PMTS) (“CPI Card Group” or the “Company”) reports that certain previously announced amendments to the Company’s Omnibus Incentive Plan (the “Plan”) became effective on November 14, 2017.

As previously disclosed, the Plan was amended and restated to, among other things:

  • increase the number of shares of common stock of the Company authorized thereunder by 2,000,000 shares;
  • extend the term of the Plan through September 25, 2027;
  • provide for an increased annual per-participant limit of 1,500,000 shares of common stock for all options and stock appreciation right awards under the Plan; and
  • reiterate the performance criteria that may be used for performance-based awards under the Plan so that such criteria are approved by stockholders for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (collectively, the “Amendments”).

The Company is an “Eligible International Interlisted Issuer” as such term is defined in the TSX Company Manual (the “Manual”). As an Eligible International Interlisted Issuer, the Company has applied for an exemption pursuant to Section 602.1 of the Manual from Section 613 of the Manual, the effect of which is that, subject to the satisfaction of certain conditions prescribed by the TSX, the Company will not have to comply with certain Canadian requirements in connection with the Amendments.

The board of directors of the Company has also been granted the discretionary authority to effect a share consolidation at a ratio between 1 for 1.1 to 1 for 10 for a period of twelve months (the “Share Consolidation”).

Further information regarding the Amendments and Share Consolidation is contained in the definitive information statement prepared by the Company dated October 20, 2017 (the “Information Statement”). The Information Statement and related documents have been filed on SEDAR and EDGAR and are available under the Company’s profiles at www.sedar.com and www.sec.gov, respectfully.

About CPI Card Group Inc.

CPI Card Group is a leading provider in payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. With more than 20 years of experience in the payments market and as a trusted partner to financial institutions, CPI’s solid reputation of product consistency, quality and outstanding customer service supports our position as a leader in the market. Serving our customers from ten locations throughout the United States, Canada and the United Kingdom, we have the largest network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. Learn more at www.cpicardgroup.com.

Forward-Looking Statements

Statements in this press release that are not statements of historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may be identified by terms such as statements about our plans, objectives, expectations, assumptions or future events. Words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue”, “project”, “plan”, “foresee”, and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, but are not limited to TSX approval. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 2, 2017. CPI Card Group Inc. undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise.

For more information:

CPI encourages investors to use its investor relations website as a way of easily finding information about the company. CPI promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information, and press releases. CPI uses its investor relations site (http://investor.cpicardgroup.com) as a means of disclosing material information and for complying with its disclosure obligations under Regulation FD.

Contacts

CPI Card Group Inc. Investor Relations:
William Maina, 877-369-9016
[email protected]
or
CPI Card Group Inc. Media Relations:
[email protected]

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