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) December 21, 2009  

Cardtronics Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-33864	76-0681190
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3250 Briarpark Drive, Suite 400, Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (832) 308-4000

________________________________________________________________________________
(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))

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

On December 21, 2009, Cardtronics, Inc. (the "Company") issued a press release announcing that its board of directors (the "Board") has selected Steven A. Rathgaber as the Company's new Chief Executive Officer. Mr. Rathgaber, 56, a seasoned payments industry executive, brings over 32 years of broad payment product and network experience to Cardtronics. Most recently, Mr. Rathgaber served as the President and Chief Operating Officer of NYCE Payments Network, LLC, a wholly-owned subsidiary of Fidelity National Information Services, Inc. Prior to serving as President and Chief Operating Officer of NYCE, a position he assumed in 2004, Mr. Rathgaber served in a number of sales and operating roles within the NYCE organization since joining that company in 1991. In connection with his appointment as the Company's new Chief Executive Officer, Mr. Rathgaber was also elected to the Company's Board. Both the appointment and the election will become effective February 1, 2010 (the "Effective Date").

In connection with Mr. Rathgaber's appointment, the Company entered into an employment agreement with Mr. Rathgaber (the "Employment Agreement"), effective February 1, 2010. The Employment Agreement provides for an initial term of three years, subject to automatic one-year renewals thereafter unless the agreement is terminated in accordance with its terms. Pursuant to the terms of the Employment Agreement, Mr. Rathgaber is entitled to receive an annual base salary of $525,000 and is eligible for an annual bonus based on achievement of certain performance objectives established by the Board. The target amount of the annual bonus is 50% of Mr. Rathgaber's base salary, though the ultimate payout of the annual award is subject to the sole discretion of the Board (or a committee thereof). In addition to an annual bonus, the Employment Agreement provides for a one-time signing bonus in the amount of $200,000, payable on February 1, 2010, and provides that Mr. Rathgaber will be granted 350,000 shares of restricted stock, the restrictions on which will lapse in four equal annual installments on the grant date anniversary, subject to certain acceleration provisions.

In addition to the terms summarized above, the Employment Agreement provides for severance compensation upon termination of employment. If Mr. Rathgaber's employment terminates for "Good Reason" (as defined in the Employment Agreement") or without "Cause" (as defined in the Employment Agreement), he is entitled to receive severance in an amount equal to two times the sum of his base salary as of the termination date and his "Average Annual Bonus" amount (as defined in the Employment Agreement), payable in 48 equal consecutive bi-weekly installments in accordance with the Company's standard payroll practices. Mr. Rathgaber will be subject to certain non-competition and non-solicitation restrictions for a period of one year following the termination of his employment.

There are no material relationships or transactions between Mr. Rathgaber and Cardtronics or any of Cardtronics' directors, executive officers, or major security holders, or the immediate family members of any such person. In addition, there are no family relationships between Mr. Rathgaber and any director or executive officer of Cardtronics. Finally, there is no arrangement or understanding between Mr. Rathgaber and any other persons or entities pursuant to which Mr. Rathgaber was selected as Chief Executive Officer or appointed as a director.

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under this heading, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated December 21, 2009

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)
December 21, 2009 (Date)	/s/   J. CHRIS BREWSTER J. Chris Brewster Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Cardtronics Names Payments Industry Executive Steven A. Rathgaber as CEO

HOUSTON, Dec. 21, 2009 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM), the world's largest non-bank operator of ATMs, today announced that its board of directors has selected Steven A. Rathgaber as the Company's new Chief Executive Officer. Mr. Rathgaber, a seasoned payments industry executive, brings over 32 years of broad payment product and network experience to Cardtronics. Most recently, Mr. Rathgaber served as President and Chief Operating Officer of NYCE Payments Network, LLC, a wholly-owned subsidiary of Fidelity National Information Services, Inc.

"After an extremely thorough search process, we found not only an outstanding leader with a sustained track record of exceeding established operational and financial goals, but also a payments industry executive with the knowledge and expertise needed to help Cardtronics continue its strong track record of growth and innovation," commented Fred Lummis, Cardtronics' Chairman of the Board and interim Chief Executive Officer. "The existing management team has done an outstanding job of creating an extremely valuable and profitable network comprised of over 33,000 financial services kiosks and strong financial institution and retail relationships throughout three countries. With Steve's significant payments industry experience, including the launching of numerous payments-related products while at NYCE, we believe we've found a CEO who will lead our team's efforts to introduce new products and services that will leverage our existing network and scale our business."

During Mr. Rathgaber's 18 years at NYCE, he served in a number of sales and operating roles within that organization, including most recently the position of President and Chief Operating Officer, which he assumed in 2004 concurrent with the acquisition of NYCE by Metavante. During his tenure at NYCE, Mr. Rathgaber was responsible for developing and leading NYCE's payment product expansion strategy, which included, among other things, the launching of internet and mobile banking and payment-related services. He was also responsible for NYCE's domestic and international expansion efforts, and oversaw the acquisition and integration of numerous debit networks and transaction processing platforms. Prior to joining NYCE, Mr. Rathgaber served in a number of operational management roles with Automatic Data Processing, Inc. and Citibank. Mr. Rathgaber holds a Bachelor of Science degree in Accounting from St. John's University.

"The opportunity to join Cardtronics at this point in the Company's evolution was one I couldn't pass up," remarked Mr. Rathgaber. "Having spent almost three decades working in the payments industry, I can tell you that Cardtronics is well-positioned to expand the breadth and depth of the financial services products it currently offers. By leveraging the Company's existing kiosk network management expertise and its relationships with industry-leading financial institutions and blue-chip retailers, I am confident that Cardtronics can become a powerful consumer financial services delivery network. I also expect Cardtronics to continue to benefit from the secular growth trend in the provision of convenient and cost-effective consumer financial services, including surcharge-free access to cash, bill payment services, and prepaid card and remote image deposit services."

In connection with the appointment of Mr. Rathgaber as the Company's new Chief Executive Officer, he was also elected to the Company's board of directors. Both the appointment and the election will become effective February 1, 2010. Until that time, Mr. Lummis will continue to serve as the Company's interim Chief Executive Officer. After February 1, 2010, Mr. Lummis will continue to serve as the Company's Chairman of the Board.

ABOUT CARDTRONICS

Headquartered in Houston, Texas, Cardtronics is the world's largest non-bank operator of ATMs. Cardtronics operates approximately 33,000 ATMs across its portfolio, with ATMs in every major market in the United States and Puerto Rico, over 2,600 ATMs throughout the United Kingdom, and over 2,100 ATMs throughout Mexico. Major merchant clients include 7-Eleven(R), Chevron(R), Costco(R), CVS(R)/pharmacy, ExxonMobil(R), Rite Aid(R), Safeway(R), Sunoco(R), Target(R), and Walgreens(R). Complementing its ATM operations, Cardtronics works with financial institutions of all sizes to provide their customers with convenient cash access and deposit capabilities through ATM branding, surcharge-free programs, and image deposit services. Approximately 11,200 Cardtronics owned and operated ATMs currently feature bank brands. For more information, please visit the Company's website at http://www.cardtronics.com.

The Cardtronics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=991

CONTACT:  Cardtronics, Inc.
          Investors:
          J. Chris Brewster, Chief Financial Officer
            832-308-4128
            cbrewster@cardtronics.com
          Media:
          Joel Antonini, Vice President - Marketing
            832-308-4131
            joel.antonini@cardtronics.com