8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 report): February 13, 2015

EVERTEC, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Puerto Rico	001-35872	66-0783622
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)
Cupey Center Building, Road 176 Kilometer 1.3, San Juan, Puerto Rico		00926
(Address of principal executive offices)		(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, 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 February 13, 2014, the Company’s Board of Directors (the “Board”), on the recommendation of the Nominating and Corporate Governance Committee, appointed Brian J. Smith to the Board effective immediately. Mr. Smith fills a vacancy on the Board and satisfies the NYSE director independence requirements. On February 17, 2015, the Company issued a press release announcing the appointment. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with his appointment, Mr. Smith will enter into an indemnification agreement with the Company, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors. The Company’s standard form of director indemnification agreement was described in, and previously filed as Exhibit 10.62 to, the Company’s Registration Statement on Form S-1 (File No. 333-186487), as amended.

Mr. Smith’s compensation will consist of $75,000 in cash, payable in quarterly arrears, and $75,000 of equity in accordance with the Company’s independent director compensation policy which will be under review by the Board’s Compensation Committee and the Board later this month. The form of equity award that Mr. Smith will receive will be determined at the Compensation Committee meeting later this month. In accordance with the Company’s independent director compensation policy, each of Mr. Smith’s equity and cash compensation will be prorated for the time period he serves as director, starting on February 13, 2015 until his reelection at the Company’s 2015 Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
99.1	Press  Release re: appointment of director issued by EVERTEC, Inc. dated February 17, 2015.

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.

	EVERTEC, Inc. (Registrant)
Date: February 17, 2015	By:	/s/ Frank G. D’Angelo
		Name:  Frank G. D’Angelo Title:    Interim Chief Executive Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press  Release re: appointment of director issued by EVERTEC, Inc. dated February 17, 2015.

EX-99.1

Exhibit 99.1

EVERTEC APPOINTS BRIAN J. SMITH TO THE BOARD OF DIRECTORS

SAN JUAN, PUERTO RICO – February 17, 2015 – EVERTEC, Inc. (NYSE: EVTC) (“EVERTEC” or the “Company”) today announced that Brian J. Smith has been appointed to the Company’s Board of Directors as an independent director, effective February 13, 2015.

Mr. Smith currently serves as Group President of Latin America (Central America, South America, Mexico and the Caribbean) for The Coca-Cola Company, a position he has held since January 2013. The Latin America Group represented $4.9 billion in net revenue and operating income of $2.9 billion in 2013. Prior to his current assignment, he was President of Coca-Cola’s Mexico division from October 2008 to January 2013, and President of the Brazil Division from August 2002 to October 2008. Mr. Smith has also held other strategic and management roles since joining the Coca-Cola Company in 1997, including Latin America Group Manager for Mergers and Acquisitions where he was responsible for bottler and brand transactions in Latin America. Mr. Smith holds an MBA from the University of Chicago and currently resides in Mexico.

Frank G. D’Angelo, Chairman of the Board, said, “While looking for the best candidate to fill one of our Board seats, our Nominating and Corporate Governance Committee sought out individuals who hold extensive knowledge of Latin American markets. Like other members of the Board, Brian has substantial experience working within Latin America. His current position in Mexico is particularly appealing to us and makes him a valuable asset to EVERTEC. I am very pleased with Brian joining our Board.”

About EVERTEC

EVERTEC, Inc. (NYSE: EVTC) is the leading full-service transaction processing business in Latin America, providing a broad range of merchant acquiring, payment processing and business solutions services. The largest merchant acquirer in the Caribbean and Central America—and one of the largest in Latin America—EVERTEC serves 19 countries in the region from its base in Puerto Rico. The Company manages a system of electronic payment networks that process more than 2.1 billion transactions annually, and offers a comprehensive suite of services for core bank processing, cash processing and technology outsourcing. In addition, EVERTEC owns and operates the ATH network, one of the leading personal identification number (“PIN”) debit networks in Latin America. The Company serves a diversified customer base of leading financial institutions, merchants, corporations and government agencies with “mission-critical” technology solutions. For more information, visit www.evertecinc.com.

Contact

Investor and Media Contact

Alan I. Cohen

Executive Vice President

Investor Relations

787-773-5302

IR@evertecinc.com