UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~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 reported): February 20 27, 2018

BLACKHAWK NETWORK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

001-35882(Commission File Number) Delaware(State or other jurisdiction of incorporation) 43-2099257(IRS Employer Identification No.)



Delaware (State or Other Jurisdiction of Incorporation or Organization)
001-35882		43-2099257
(Commission File Number)		(I.R.S. Employer Identification No.)

6220 Stoneridge Mall Road

Pleasanton, CA 94588

(Address of Principal Executive Offices, including Zip Code)

(Registrant’s Telephone Number, Including Area Code): (925) 226-9990

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))

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On February 27, 2018, Blackhawk Network Holdings, Inc. (ethe “Company”) ~~Cash~~ ~~Bonus~~issued ~~Awards~~a press release announcing its financial results for the fourth quarter and full year ended December 30, 2017, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

OnThe ~~February~~information ~~20,~~in ~~2018,~~this ~~the~~report ~~Compensation~~furnished ~~Committee~~pursuant ofto ~~Blackhawk~~this ~~Network~~Item ~~Holdings~~2.02, ~~Inc~~including Exhibit 99.1 ~~(the~~attached ~~“Company”)~~hereto, ~~approved~~shall ~~the~~not ~~eligible~~be ~~participants,~~deemed ~~award~~“filed” ~~amounts~~for ~~and~~the ~~performance~~purposes ~~criteria~~of ~~for~~Section ~~its~~18 ~~2018~~of ~~corporate~~the ~~performance~~Securities ~~bonus~~and ~~program.~~Exchange ~~The~~Act ~~Company’s~~of ~~2018~~1934, ~~corporate~~as ~~performance~~amended ~~bonus~~(the ~~program~~“Exchange isAct”), ~~structured~~or ~~pursuant~~otherwise subject to the ~~cash-performance~~liabilities ~~award~~of ~~provisions~~that ofsection ~~the~~or ~~Company’s~~to ~~2013~~the ~~Equity~~liabilities ~~Incentive~~of ~~Award~~Section ~~Plan. The~~11 ~~Company’s~~and ~~named~~12(a)(2) ~~executive~~of ~~officers~~the ~~are~~Securities ~~eligible~~Act toof ~~earn~~1933, ~~vest~~as inamended, ~~and~~nor ~~receive~~shall ~~cash~~it ~~bonuses~~be ~~based~~deemed onincorporated ~~the~~by ~~attainment~~reference ofinto anany ~~adjusted~~filing ~~pre-tax~~of ~~income~~the ~~objective~~Company ~~during~~under the ~~Company’s~~Exchange ~~2018~~Act ~~fiscal~~or ~~year~~the ~~running~~Securities ~~from~~Act ~~December~~of 311933, ~~2017~~as ~~through December 29~~amended, ~~2018. The~~except ~~target~~as ~~awards~~expressly ~~amounts~~set ~~for~~forth ~~the~~by ~~named~~specific ~~executive~~reference ~~officers~~in ~~are~~such asa ~~follows:~~filing.

Executive	Target Bonus
Talbott Roche	125% of base salary
Charles O. Garner	80% of base salary
William Tauscher	80% of base salary
David Tate	80% of base salary
Kirsten Richesson	40% of base salary
Sachin Dhawan	80% of base salary

Item 9.01 Financial Statements and Exhibits.

Actual bonus payments under the program may range from 50% to 160% of such target bonus amounts based on achievement of minimum, target and maximum goals during fiscal year 2018 and are subject to the executive’s continued service through the date of payment(d) Exhibits. Furthermore, bonus amounts are subject to the Compensation Committee’s authority to exercise negative discretion to reduce the amounts payable. If the Company does not achieve the minimum goal of the performance criteria applicable to the executive, then no bonus will be payable to the executive under the 2018 corporate performance bonus program.



Exhibit No.		Description
99.1		Press release for the fourth quarter and full year ended December 30, 2017.

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: February 21, 2018	BLACKHAWK NETWORK HOLDINGS, INC.
		BLACKHAWK NETWORK HOLDINGS, INC.
	By:	/s/ Kirsten Richesson
Date: February 27, 2018		By:	/s/ Charles O. Garner
	~~Name:~~	~~Kirsten Richesson~~Name:	Charles O. Garner
	~~Title:~~	~~General Counsel and Secretary~~Title:	Chief Financial Officer
			(Principal Financial Officer and Duly Authorized Signatory)

EXHIBIT INDEX




Exhibit No.		Description
99.1		Press release for the fourth quarter and full year ended December 30, 2017.

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