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):
June 3, 2015

ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)



DELAWARE
 
001-15749
 
31-1429215
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)



7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(Address and Zip Code of Principal Executive Offices)

(214) 494-3000
(Registrant's Telephone Number, including Area Code)

NOT APPLICABLE
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K 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
     
[     ]
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     
[     ]
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     
[     ]
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 
Item 1.01 Entry into a Material Definitive Agreement.

A copy of the Alliance Data Systems Corporation form of Indemnification Agreement for Officers and Directors is attached as Exhibit 10.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2015, Alliance Data Systems Corporation's annual meeting of stockholders was held at the Company's corporate headquarters at 7500 Dallas Parkway, Suite 700, Plano, Texas 75024.  A total of  62,234,319 shares of the Company's common stock were present or represented by proxy at the annual meeting, representing approximately 88.08% of the Company's shares outstanding as of April 6, 2015, the record date set for the annual meeting. The matters voted on at the annual meeting and the results for each matter were as follows:

(a) Each of Bruce K. Anderson, Roger H. Ballou, D. Keith Cobb, E. Linn Draper, Jr., Edward J. Heffernan, Kenneth R. Jensen, Robert A. Minicucci and Laurie A. Tucker was elected as a director of the Company to serve until the 2016 annual meeting of stockholders.

Bruce K. Anderson

50,488,853
  
For
  
1,248,472
  
Against
  
141,322
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


Roger H. Ballou

50,465,227
  
For
  
946,135
  
Against
  
467,285
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


D. Keith Cobb

50,607,511
  
For
  
1,130,381
  
Against
  
140,755
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


E. Linn Draper, Jr.

50,921,447
  
For
  
815,911
  
Against
  
141,289
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


Edward J. Heffernan

50,904,675
  
For
  
834,752
  
Against
  
139,220
  
Abstain
  
2,937,294
  
Broker Non-Votes
  

Kenneth R. Jensen

50,508,696
  
For
  
903,066
  
Against
  
466,885
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


 Robert A. Minicucci

50,561,733
  
For
  
1,175,847
  
Against
  
141,067
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


 Laurie A. Tucker

51,141,201
  
For
  
596,805
  
Against
  
140,641
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


(b) Executive compensation was approved, on an advisory basis, by the Company's stockholders.

51,065,056
  
For
  
637,632
  
Against
  
175,959
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


  (c) The 2015 Omnibus Incentive Plan was approved by the Company's stockholders.

49,024,041
  
For
  
2,679,476
  
Against
  
175,130
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


  (d) The 2015 Employee Stock Purchase Program was approved by the Company's stockholders.

51,570,585
  
For
  
136,440
  
Against
  
171,622
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


(e) The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015 was ratified by the Company's stockholders.

54,373,398
  
For
  
290,341
  
Against
  
152,202
  
Abstain
  
0
  
Broker Non-Votes
  


(f) A stockholder proposal to adopt a "proxy access" bylaw was approved by the Company's stockholders.

28,815,791
  
For
  
22,880,569
  
Against
  
182,287
  
Abstain
  
2,937,294
  
Broker Non-Votes
  


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Document Description
     
10.1
  
Form of Alliance Data Systems Corporation Indemnification Agreement for Officers and Directors.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Alliance Data Systems Corporation
       
Date: June 5, 2015
By:
  
/s/ Charles L. Horn
     
Charles L. Horn
     
Executive Vice President and
     
Chief Financial Officer

EXHIBIT INDEX


Exhibit No.
  
Document Description
     
10.1
  
Form of Alliance Data Systems Corporation Indemnification Agreement for Officers and Directors.