8-K

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) June 18, 2012

____________________

HEARTLAND PAYMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32594	22-3755714
(State or other jurisdiction	(Commission File No)	(I.R.S. Employer
of incorporation or organization)	File No)	Identification Number)

90 Nassau Street, Princeton, New Jersey 08542

(Address of principal executive offices) (Zip Code)

(609) 683-3831

(Registrant's telephone number, including area code)

(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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2012, Heartland Payment Systems, Inc. (the “Company”) announced the appointment of three new executive officers. Robert H.B. Baldwin, Jr., previously President of the Company, has been promoted to Vice Chairman; Michael A. Lawler, previously Chief of Corporate Development, has been promoted to President - Strategic Markets Group; and David Gilbert has joined the Company and will be appointed as President - Hospitality Group effective July 30, 2012.

On June 18, 2012, the Company appointed Robert H.B. Baldwin, Jr. as the Company's Vice Chairman. Mr. Baldwin has resigned as President of the Company effective June 18, 2012. In his new role as Vice Chairman, Mr. Baldwin will continue working closely with Robert O. Carr, Chairman and Chief Executive Officer, with responsibilities for key industry relationships, investor relations, information and network security, and customer service operations as well as collaborating with the business group leaders in the planning and execution of the Company's growth strategies. Mr. Baldwin, age 57, served as the Company's Chief Financial Officer from October 2000 until April 2011, in which role he oversaw the Company's initial public offering on the New York Stock Exchange in 2005 and held primary responsibility for the Company's internal controls, financial policies and procedures, and investor relations. Mr. Baldwin served as the Company's President from October 2007 until June 2012, and he had responsibilities for strategy and operations of the Company and worked closely with Mr. Carr in order to improve the execution of the Company's strategic and operational priorities.

On June 18, 2012, the Company appointed Michael A. Lawler as the Company's President - Strategic Markets Group. As the Company's President - Strategic Markets Group, Mr. Lawler will be responsible for the Company's growth in certain markets, including retail, services, education, healthcare, government, utility and micropayments. Mr. Lawler, age 49, previously served as the Company's Chief of Corporate Development and as the Executive Director of Payment Portal Systems since October 2009 where he was responsible for identifying, evaluating and executing acquisition opportunities, and also had additional operational responsibility for Heartland School Solutions and the development and execution of the Company's payment portal initiatives. From December 2008 until October 2009, Mr. Lawler worked as a consultant for the Company on various projects. From June 2004 until September 2008, Mr. Lawler was a Senior Vice President, Electronic Payment Processing, of Tier Technologies, Inc., a provider of electronic payment and other transaction processing services, where he was responsible for the company's electronic payment processing subsidiaries.

Mr. Lawler will receive an annual base salary of $300,000 and is eligible for an annual bonus equivalent to 50% of his base salary for his personal performance and the Company's achievement of key objectives to be established by the Company's Board of Directors.

On June 18, 2012, the Company announced the appointment of David Gilbert as the Company's new President - Hospitality Group, effective July 30, 2012. As the Company's President - Hospitality Group, Mr. Gilbert will be responsible for the Company's growth in restaurants, lodging and affiliated markets. In 2008, Mr. Gilbert, age 55, joined the National Restaurant Association, a restaurant industry trade organization. Since February 2009, Mr. Gilbert has served as Chief Operating Officer of the National Restaurant Association, where he has been responsible for the National Restaurant Association's technology, operations, trade shows, business partnerships and food safety training programs. Prior to his tenure at the National Restaurant Association, Mr. Gilbert was a restaurant industry consultant with Gilbert & Associates beginning in July 2006 and has held other senior executive positions including chief administrative officer with Cracker Barrel Old Country Store, Inc. and executive vice president and chief administrative officer with Shoney's, Inc.

Under the terms of an offer letter between Mr. Gilbert and the Company, Mr. Gilbert will receive an annual base salary of $370,000 and is eligible for an annual bonus equivalent to 50% of his base salary for his personal performance and the Company's achievement of key objectives to be established by the Company's Board of

Directors. However, Mr. Gilbert's bonus is guaranteed for his first two years of employment with the Company, so his 2012 bonus will be prorated based upon his start date and, in 2014, his bonus will be guaranteed for the remaining portion of his second year of employment.

Mr. Gilbert has been granted a number of restricted stock units equal to $1,480,000 divided by the closing price of the Company's common stock as listed on the New York Stock Exchange on the date he joined the Company, with each restricted stock unit representing a contingent right to receive one share of the Company's common stock. Such restricted stock units vest in four equal annual installments beginning on the date of grant and will also be subject to the terms and provisions of the Company's amended and restated 2008 Equity Incentive Plan and related restricted stock unit agreement. In addition, Mr. Gilbert will be entitled to participate in the Company's group life, medical, dental and vision and 401k programs.

Mr. Gilbert and the Company have also entered into an Employee Confidential Information and Noncompetition Agreement (the “Agreement”). Subject to Mr. Gilbert's compliance with the confidentiality, non-competition, non-solicitation and other covenants set forth therein, the Agreement provides that in the event he is terminated by the Company for other than cause (as defined in the Agreement) or disability (as defined in the Agreement), he will be entitled to receive severance pay in an amount equal to the base salary that would have been paid to him during a twelve-month period plus medical benefits for twelve months.  In addition, if Mr. Gilbert's employment is terminated by the Company other than for cause or his employment with the Company is terminated due to his death, he shall also be entitled to receive a pro rata portion of any annual bonus that he would have been entitled to receive based on the number of days he was employed by the Company during such year.

A copy of the press release issued by the Company announcing the abovementioned appointments is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Heartland Payment Systems, Inc. dated June 18, 2012

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.

Dated: June 18, 2012
		Heartland Payment Systems, Inc.
		(Registrant)
	By:	/s/ Charles H.N. Kallenbach
		Charles H.N. Kallenbach
		General Counsel, Chief Legal Officer and Secretary

EX-99.1

EXHIBIT 99.1

Heartland Payment Systems Adds Three Senior Executive Positions to Drive Company's Future Growth

PRINCETON, N.J.--(June 18, 2012) -- Heartland Payment Systems^® (NYSE: HPY), one of the nation's largest payments processors, today announced that it has enhanced its executive leadership team with three new positions designed to further develop Heartland's portfolio and services within key industries and extend the company's strong growth track record.

The executive leadership enhancements include Robert H.B. Baldwin, Jr., previously president of the company, being promoted to vice chairman; Michael A. Lawler, previously chief of corporate development, being promoted to president - strategic markets group; and David Gilbert joining Heartland as president - hospitality group.

Robert O. Carr, Heartland's chairman and chief executive officer, said, “Heartland is committed to driving greater growth and profitability, and these executives will play extremely important roles in the company's future success. Each one brings a breadth of skills and vast experience that will help lead Heartland through the next stage of its development as one of the country's leading payments processors. I'm excited to work closely with them over the next few years on the tremendous opportunities we see in the payments industry.”

In his new role as vice chairman, Mr. Baldwin will continue working closely with Mr. Carr, with responsibilities for key industry relationships, investor relations, information security, and customer service operations. A 12-year veteran of Heartland, Mr. Baldwin will also be an essential collaborator with the business group leaders in the planning and execution of Heartland's growth strategies.

As president - strategic markets group, Mr. Lawler will lead Heartland's growth in key markets including: retail, services, education, healthcare, government, utility and micropayments. In his prior position as chief of corporate development, Mr. Lawler was responsible for identifying, evaluating and executing key acquisition opportunities, with additional operational responsibility for Heartland School Solutions and the development and execution of Heartland's payment portal initiatives. Prior to joining Heartland in 2009, Mr. Lawler was a senior vice president at Tier Technologies, Inc., where he was responsible for the Official Payments Corporation subsidiary, a leading provider of electronic payment solutions.

Adding to the skills and talent of Heartland's executive leadership team, Mr. Gilbert has joined Heartland with responsibility for Heartland's growth in restaurants, lodging and affiliated markets. Mr. Gilbert will assume his full time position on July 30, 2012. Mr. Gilbert is currently transitioning from his present position as the chief operating officer for the National Restaurant Association, the restaurant industry's largest and most respected trade organization. In this role, Mr. Gilbert has focused on guiding the organization in its ongoing efforts to provide and develop valuable products, services and benefits to help the industry and the Association's members. Prior to joining the National Restaurant Association in 2008, Mr. Gilbert was a restaurant industry consultant and held other senior executive positions including chief administrative officer with Cracker Barrel Old Country Store, Inc. and executive vice president and chief administrative officer with Shoney's, Inc.

About Heartland Payment Systems

Heartland Payment Systems, Inc. (NYSE: HPY), the sixth largest payments processor in the United States, delivers credit/debit/prepaid card processing, loyalty marketing programs, payroll and related business solutions to more than 250,000 business locations nationwide. A FORTUNE 1000 company, Heartland is the founding supporter of The Merchant Bill of Rights, a public advocacy initiative that educates merchants about fair credit and debit card processing practices. The company is also a leader in the development of end-to-end encryption technology designed to protect cardholder data, rendering it useless to cybercriminals. For more detailed information, visit www.HeartlandPaymentSystems.com or follow the company on Twitter @HeartlandHPY and Facebook at facebook.com/HeartlandHPY.

Forward-looking Statements

This press release contains statements of a forward-looking nature which represent our management's beliefs and assumptions concerning future events.Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including risks and additional factors that are described in the Company's Securities and Exchange Commission filings, including but not limited to the Company's annual report on Form 10-K for the year ended December 31, 2011. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

Media Contact:

Michael J. LaCosta

Director of Public Relations

Heartland Payment Systems

1-888-798-3131, ex. 2245

michael.lacosta@e-hps.com