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) May 1, 2008 (April 25, 2008)

Cardtronics Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 333-113470
(Commission File Number) 76-0681190
(IRS Employer Identification
No.)

3110 Hayes Road, Suite 300, Houston, Texas
(Address of principal executive offices) 77082
(Zip Code)

Registrant’s telephone number, including area code:   (281) 596-9988

(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 communications 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 April 25, 2008, the Compensation Committee of our Board of Directors adopted a non-equity incentive compensation plan for fiscal year ending December 31, 2008 for our executive officers (the “2008 Executive Performance Bonus Plan”, the “2008 Plan”). Under the 2008 Plan, each executive officer has a target payout, which is based on a percentage of the executive’s 2008 base salary. The ultimate amounts awarded to our named executive officers under the 2008 Plan will be based on the achievement of an adjusted EBITDA target for our consolidated operations and compliance with the Sarbanes-Oxley Act of 2002, with one exception. The ultimate amount awarded to the Managing Director of our United Kingdom operations will be based on the achievement of an adjusted EBITDA target for our U.K. operations, rather than our consolidated operations, and compliance with the Sarbanes-Oxley Act of 2002. Consistent with our previous plans, our 2008 Plan allows our Compensation Committee the ability to exercise discretion in determining the ultimate amount that will be awarded to each executive under the 2008 Plan.

     A copy of our 2008 Plan is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
	99.1	Cardtronics, Inc.’s 2008 Executive Performance Bonus Plan.

SIGNATURE

     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.

	Cardtronics Inc. (Registrant)
May 1, 2008 (Date)	/s/ J. CHRIS BREWSTER J. Chris Brewster
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Cardtronics, Inc.
2008 Executive Performance Bonus Plan

Overview

     In 2008, the performance bonus plan of Cardtronics, Inc. (the “Company”) will be based on the achievement of $88.0 million of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as outlined in the Company’s 2008 Annual Budget (the “Budget”), and the achievement of compliance with the requirements of the Sarbanes Oxley Act of 2002 (“Sarbanes-Oxley”). Additionally, adjustments will be made to the EBITDA amount for certain items, as provided for by the Company’s bank credit facility. If the Company’s actual adjusted EBITDA falls below 90% of the Budget EBITDA, if Sarbanes-Oxley compliance is not achieved in all material respects (in the judgment of the Company’s Audit Committee), or if there is a material violation of a bank covenant, the bonus pool will not be funded, and the Company will pay no executive bonuses in 2008; provided, however, the Company acknowledges that circumstances or developments that may impact the Company’s overall performance relative to its Budget should not in all cases prohibit the payment of a bonus on a selective basis to individual officers who met or exceeded their performance goals, notwithstanding the Company’s failure to meet its Budget EBITDA goal.

Bonus Pool

The 2008 bonus pool will be determined on the following basis:

Bonus Pool

EBITDA	% of Target
< 90% of budget		0	%
90% of Budget		50	%
95% of Budget		75	%
100% of Budget		100	%
105% of Budget		125	%
110% of Budget		150	%
115% of Budget		175	%
120% of Budget		200	%
> 120% of Budget		200	%

     In the event actual results as a percentage of Budget EBITDA fall in between two of the percentages shown above, interpolation will be used to determine the appropriate bonus pool percentage. For example, if the Company achieves 97.5% of the Budgeted EBITDA, the bonus pool would be sized at 87.5% of the target. If the Company achieves 108% of Budget EBITDA, the bonus pool would be sized at 140% of the target.

Individual Executive Performance

     All bonuses are considered to be discretionary and will be based on individual performance. Each individual’s bonus, which must be approved by the Compensation Committee of the Company’s Board of Directors, will be based on the achievement of his or her individual goals.

     Each person’s 2008 goals will be directly tied to achieving the 2008 Budget EBITDA of $88.0 million and compliance with Sarbanes-Oxley. To ensure proper focus, each person’s 2008 goals will be weighted/prioritized at the start of the year. Each person’s 2008 goals will include at least two goals for which actual performance can be evaluated using quantitative metrics, such as new contract revenues signed, cost per transaction, or other key profit drivers.

     Eligible individuals and target bonus percentages are shown on the attached schedule.

Other Considerations

     Should the Board of Directors formally approve actions, such as a material acquisition, that may affect the attainment of the original 2008 Budget EBITDA, the Budget impact will be determined and presented to the Compensation Committee for approval of a revised Budgeted EBITDA figure for bonus calculation purposes.

     Executive bonuses for employees of Bank Machine, Ltd. will be paid based on Bank Machine’s achievement of its 2008 Budget EBITDA of £11.3 million and on the achievement of Sarbanes-Oxley compliance by Bank Machine. As a result, the U.K. bonus pool is not contingent on overall corporate performance, but rather is solely based on UK performance versus UK budget (all denominated in British pounds.)

Effective Date

     The 2008 Performance Bonus Plan is effective as of January 1, 2008. If bonuses are paid, audited financial results for the year ended December 31, 2008 will be used in the calculation of EBITDA, which is used in the ultimate calculation of the bonus pool. As a result, any payment of bonuses will be delayed until the results of the Company’s 2008 audit are substantially finalized, and participants can expect to receive payment with the last paycheck of March, 2009. To be eligible to receive a bonus for fiscal 2008, an employee must be an active employee on the date the bonus is paid.

Schedule A

Target Bonus Goals for Executive Officers
Target bonus goals for each executive officer are as follow:

CEO — Jack Antonini	50	%
CFO — Chris Brewster	50	%
COO — Mike Clinard	50	%
EVP — Rick Updyke	50	%
Managing Director of Bank Machine — Ron Delnevo	40	%