Atlanticus Holdings Corporation (NASDAQ:ATLC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Atlanticus Holdings Corporation (NASDAQ:ATLC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of Atlanticus Holdings
Corporation (the Company) held on May 12, 2017, the Companys
shareholders approved the second amendment and restatement of the
Atlanticus Holdings Corporation 2014 Equity Incentive Plan (the
2014 Plan). The 2014 Plan authorized the Compensation Committee
of the Board of Directors of the Company to grant equity awards
to directors, employees (including executive officers),
consultants and other service providers, as more fully described
and summarized in the Companys Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 10, 2017 (the Proxy Statement). The 2014 Plan, which was
included as Appendix A to the Proxy Statement, is incorporated
herein by reference. Furthermore, on February 17, 2017 the
Compensation Committee granted David G. Hanna a stock option that
relates to 1,000,000 shares of the Companys common stock under
the 2014 Plan, subject to approval of the 2014 Plan by our
shareholders, as occurred on May 12, 2017. The option becomes
exercisable, if at all, on February 17, 2020 for (i) 250,000
shares of common stock if the compound annual growth rate in the
Companys common stock price for the three year period beginning
on the date of grant is equal to or greater than 7% but less than
12%, (ii) 500,000 shares of common stock if the compound annual
growth rate in the Companys common stock price for the three year
period beginning on the date of grant is equal to or greater than
12% but less than 20%, or (iii) 1,000,000 shares of common stock
if the compound annual growth rate in the Companys common stock
price for the three year period beginning on the date of grant is
equal to or greater than 20%.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 12,
2017. Proxies for the meeting were solicited to Section 14(a) of
the Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition to the Boards solicitation. At the
Annual Meeting, the Companys shareholders voted upon three
proposals. The proposals are described in detail in the Companys
Proxy Statement. A brief description and the final vote results
for each proposal follow.
1. Election of five directors for terms expiring at the 2018
Annual Meeting of Shareholders:
Nominee
For
Withheld
Broker Non-Votes
David G. Hanna
11,309,622
82,800
Jeffrey A. Howard
11,320,385
72,037
Deal W. Hudson
10,384,473
1,007,949
Mack F. Mattingly
10,384,696
1,007,726
Thomas G. Rosencrants
10,383,823
1,008,599
As a result, each nominee was elected to serve as a director for
a term expiring at the 2018 Annual Meeting of Shareholders.
2. Approval of the second amendment and restatement of the
Atlanticus Holdings Corporation 2014 Equity Incentive Plan:
For
Against
Abstain
Broker Non-Votes
9,967,747
1,424,085
As a result, the proposal was approved.
3. Approval of the amendment to the Companys amended Articles
of Incorporation to allow shareholder action by less than
unanimous written consent:
For
Against
Abstain
Broker Non-Votes
9,432,373
1,959,534
As a result, the proposal was approved.
Item 8.01.
Other Events.
On May 12, 2017, the shareholders of the Company approved the
amendment of the Companys amended Articles of Incorporation to
permit the Companys shareholders to take action by written
consent upon obtaining the written consent of not less than the
minimum number of votes that would be necessary to authorize
the action at a meeting where all shares entitled to vote are
present and voted, as permitted by Section 14-2-704(a) of the
Georgia Business Corporation Code. The amendment allows the
Companys shareholders to act by the written consent of a
majority of all outstanding shares for all corporate actions,
other than the election of directors. To permit such action,
Article VIII was added to the amended Articles of
Incorporation. The amendment became effective upon the filing
of the Articles of Amendment of the Articles of Incorporation
with the Georgia Secretary of State on May 12, 2017. The
Companys Board of Directors adopted a corresponding amendment
to the Companys Amended and Restated Bylaws by revising Article
II, Section 2.9 of the Amended and Restated Bylaws, which also
became effective upon the filing of the Articles of Amendment
of the Articles of Incorporation.
The foregoing description of the amendments to the amended
Articles of Incorporation and the Amended and Restated Bylaws
is qualified in its entirety by reference to the full text of
the Articles of Amendment of the Articles of Incorporation and
the Amended and Restated Bylaws, which are filed as Exhibits
3.1 and 3.2 to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
3.1
Articles of Incorporation, as amended.
3.2
Amended and Restated Bylaws (as amended through May
12, 2017).
10.1
Atlanticus Holdings Corporation Second Amended and
Restated 2014 Equity Incentive Plan (incorporated by
reference to Appendix A to our Definitive Proxy
Statement on Schedule 14A filed on April 10, 2017).


About Atlanticus Holdings Corporation (NASDAQ:ATLC)

Atlanticus Holdings Corporation is focused on providing financial services. Through its subsidiaries, the Company offers an array of financial products and services. The Company operates through two segments: Credit and Other Investments, and Auto Finance. The Company’s Credit and Other Investments segment includes its point-of-sale and direct-to-consumer finance operations, investments in and servicing of its various credit card receivables portfolios and other product development and limited investment in consumer finance technology platforms that capitalize on its credit infrastructure. The Company’s Auto Finance segment operations are principally conducted through its CAR platform, which purchases and services loans secured by automobiles from or for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business. The Company also provides loan servicing activities.

Atlanticus Holdings Corporation (NASDAQ:ATLC) Recent Trading Information

Atlanticus Holdings Corporation (NASDAQ:ATLC) closed its last trading session down -0.02 at 2.46 with 26,170 shares trading hands.

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