Regional Management Corp. (NYSE:RM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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Regional Management Corp. (NYSE:RM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

On May 21, 2020, following consultation with its independent compensation consultant, the Compensation Committee (the “Committee”) of the Board of Directors of Regional Management Corp. (the “Company”) approved certain compensation arrangements with respect to certain of the Company’s named executive officers, as described below.

The Committee granted the following awards to certain of the Company’s named executive officers under the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017) (the “2015 Plan”): (i) performance-contingent restricted stock units (“RSUs”) and (ii) cash-settled performance units (“performance units”), in each case subject to the terms of the 2015 Plan and the applicable award agreement. The awards have a grant date of May 29, 2020 (the “Grant Date”).

The officers were granted RSUs with the target number of units calculated by dividing the value of the grant by the weighted average of the price per share of the Company’s common stock (the “Common Stock”) on the 25 trading days immediately preceding the Grant Date, based upon grants of the following values: Mr. Beck: $400,000; Mr. Schachtel: $155,625; and Mr. Fisher: $135,000. The actual number of RSUs, if any, that may be earned may range from 0% to 150% of the target number of units and will be based on achievement of (i) the Company’s compound annual growth rate of pre-provision net income compared to the compound annual growth rate of pre-provision net income for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2020 through December 31, 2022, and the continued employment of each such executive through December 31, 2022, or as otherwise provided in the Performance-Contingent Restricted Stock Unit Award Agreement, the form of which was previously filed with the Securities and Exchange Commission (the “SEC”).

The officers were granted the following number of performance units with a target value of $1.00 per performance unit: Mr. Beck: 400,000; Mr. Schachtel: 155,625; and Mr. Fisher: 135,000. The actual value of the performance units, if any, that may be earned may range from 0% to 150% of the target value and will be based on achievement of (i) the Company’s compound annual growth rate of pre-provision earnings per share compared to the compound annual growth rate of pre-provision earnings per share for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2020 through December 31, 2022, and the continued employment of each such executive through December 31, 2022, or as otherwise provided in the Cash-Settled Performance Unit Award Agreement, the form of which was previously filed with the SEC.

The Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2020. At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are described in greater detail in the Company’s definitive proxy statement filed with the SEC on April 22, 2020 (the “Proxy Statement”). The results of the voting are presented below.

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Election of Directors

The Company’s stockholders elected the nine nominees named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified, based on the following final voting results:

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following final voting results.

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About Regional Management Corp. (NYSE:RM)

Regional Management Corp. is a diversified specialty consumer finance company. The Company provides a range of loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies and other traditional lenders. Its products include small loans, large loans, automobile loans, retail loans and optional credit insurance products. The Company operates offices in over 300 locations in the states of Alabama, Georgia, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee and Texas under the names Regional Finance, RMC Financial Services, Anchor Finance and RMC Retail. The loan products are secured, structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments and repayable at any time without penalty. Its loans are sourced through multiple channel platforms, including its branches, direct mail campaigns, independent and franchise automobile dealerships, retailers, and the consumer Website.