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 3, 2011 (May 1, 2011)

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, 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:

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 May 3, 2011, Cardtronics, Inc. (the “Company”) issued a press release announcing some changes to its Board of Directors (the "Board"), including the appointment of a new independent director to serve on its Board. The new director, Juli Spottiswood, was elected to the Board effective May 1, 2011.  In addition to her election to the Company’s Board, Ms. Spottiswood was also appointed by the Board to serve as a member of the Company’s Audit Committee. There is no material pre-existing relationship or transaction between Ms. Spottiswood and the Company or any of the Company’s directors, executive officers, or major security holders, or the immediate family members of any such person. In addition, there is no family relationship between Ms. Spottiswood and any director or executive officer of the Company.  Finally, there is no arrangement or understanding between Ms. Spottiswood and any other persons or entities pursuant to which Ms. Spottiswood was appointed as a director. Ms. Spottiswood was elected as a Class II Director, with her term of office expiring at the Company’s 2012 Annual Meeting of Stockholders.

In connection with Ms. Spottiswood’s appointment to the Company’s Audit Committee, effective May 1, 2011, Dennis F. Lynch relinquished his position on the Audit Committee and was appointed by the Board to serve on the Company’s Nominating & Governance Committee.  Mr. Lynch will also continue to serve as the Chairman of the Board and as the Chairman of the Company’s Compensation Committee.

Following Ms. Spottiswood’s election to the Board, on May 2, 2011, Michael A.R. Wilson resigned from the Board and the Company’s Compensation Committee and Nominating & Governance Committee. Mr. Wilson served on the Board since 2005, and the reason for his resignation was not the result of any disagreement with the Company.

A copy of the press release dated May 3, 2011 announcing the foregoing changes to the Board and a brief summary of Ms. Spottiswood’s professional background is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2011, concurrent with Ms. Spottiswood’s election to the Board and in accordance with Section 3.1 of the Company’s Third Amended and Restated Bylaws, the Board increased the maximum size of the Board from eight (8) to nine (9) members.  With Mr. Wilson’s resignation following Ms. Spottiswood’s election, the Board will have only eight directors, with the ninth spot to remain vacant until further notice.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1      Press release dated May 3, 2011

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 thereunto duly authorized.

Cardtronics, Inc.

Date:  May 3, 2011 By:  /s/   J. CHRIS BREWSTER

Name:  J. Chris Brewster

Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

CARDTRONICS ANNOUNCES BOARD TRANSITIONS

 Parago CEO Juli Spottiswood elected; Michael Wilson departs

HOUSTON, May 3, 2011 – Cardtronics, Inc. (NASDAQ: CATM) and its board of directors today announced the election of a new board member, Juli Spottiswood, the president and chief executive officer of Parago, Inc., a leading provider of innovative reward programs that drive behavior and promote brand loyalty with consumers and channel partners. Additionally, effective May 2, Michael A. R. Wilson, managing director at TA Associates, has resigned his seat on the Cardtronics board, where he has served as a director since 2005.

Chairman Dennis Lynch remarked: “In Juli Spottiswood, the Cardtronics board gains the perspective of an executive with over a decade of experience helping companies improve their effectiveness in consumer engagement and relationship building. Juli’s business expertise is closely aligned with two key value propositions of Cardtronics: our ability to influence where people go to get cash and our ability to transform that behavior into brand loyalty for our retail and financial institution partners.”

TA Associates was a major investor and shareholder in Cardtronics until it divested the vast majority of its holdings in 2010. As a result of that divestiture, and not due to any disagreement with the company, Mr. Wilson is tendering his resignation.

Mr. Lynch added: “Speaking on behalf of the entire board of directors and all Cardtronics associates, we are deeply appreciative of Mr. Wilson’s dedication and the strong contributions he made to our leadership team over the last six years. His business judgment and financial acumen were important in helping us achieve the success we have enjoyed.”

The Cardtronics board of directors is now comprised of the following individuals:

·   Dennis Lynch, chairman of the board

·   Steven Rathgaber, chief executive officer, Cardtronics

·   Tim Arnoult, director

·   Robert Barone, director

·   Jorge Diaz, director

·   Patrick Phillips, director

·   Mark Rossi, director

·   Juli Spottiswood, director

Cardtronics also announced committee roster changes for its board. New board member Ms. Spottiswood will join the Cardtronics Audit Committee, filling the spot vacated by Dennis Lynch, who has transitioned to serving on the Cardtronics Nominating & Governance Committee. Mr. Lynch will continue in his role as chairman of the board, a position he has held since 2010.

Biographical Highlights — Juli Spottiswood

Juli Spottiswood is president, chief executive officer and a member of the board at Parago, Inc., a marketing service company. Parago specializes in developing unique rebate programs, consumer incentive strategies and prepaid card solutions proven to solidify consumer relationships and drive increased sales for its clients. In addition to these positions held since 2007, Ms. Spottiswood helped form Parago in 1999, originally serving as the company’s chief financial officer. Spottiswood also brings to the Cardtronics board a high-level profile within the prepaid card industry; she serves as a board member and treasurer of the Network Branded Prepaid Card Association, a nonprofit association formed to promote the use of prepaid cards.

3250 Briarpark Drive, Suite 400, Houston, TX 77042 phone 832-308-4000 fax 832-308-4001   www.Cardtronics.com

About Cardtronics, Inc.

Cardtronics (NASDAQ: CATM) is the world's largest non-bank owner of ATMs. The Company operates over 33,200 ATMs in the United States, the United Kingdom, Mexico, and the Caribbean, primarily with well-known retailers such as  7-Eleven®, Chevron®, Costco®, CVS®/pharmacy, ExxonMobil®, Hess®, Rite Aid®, Safeway®, Target®, and Walgreens®.  Cardtronics also assists in the operation of approximately 4,000 ATMs under managed services contracts with customers such as Kroger®, Travelex®, and Circle K®. In addition to its retail ATM operations, the Company provides services to large and small banks, credit unions, and prepaid card issuers, allowing them to place their brands on over 12,000 Cardtronics’ ATMs and providing surcharge-free access through Cardtronics’ Allpoint Network. www.cardtronics.com.

Contact Information:

Cardtronics — Media Nick Pappathopoulos Director – Public Relations 832-308-4396 npappathopoulos@cardtronics.com Cardtronics — Investors Chris Brewster Chief Financial Officer 832-308-4128 cbrewster@cardtronics.com

Cardtronics and Allpoint are registered trademarks of Cardtronics, Inc.

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