Regional Management Corp. (NYSE:RM) Files An 8-K Results of Operations and Financial Condition
Item2.02.
|
Results of Operations and Financial Condition. |
On May2, 2017, Regional Management Corp. (the Company)
issued a press release announcing financial results for the
quarter ended March31, 2017. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference. On May2, 2017, the Company will host a conference call
to discuss financial results for the quarter ended March31, 2017.
A copy of the presentation to be used during the conference call
is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
All information in the press release and the presentation is
furnished under Item2.02 of Form 8-K, Results of Operations and
Financial Condition, and shall not be deemed filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Re-Approval of
2015 Long-Term Incentive Plan
The Company held
its 2017 Annual Meeting of Stockholders (the Annual
Meeting) on April27, 2017. At the Annual Meeting, the
stockholders of the Company re-approved the Regional Management
Corp. 2015 Long-Term Incentive Plan (as amended and restated
effective April27, 2017) (the 2015 Plan). The material
changes to the 2015 Plan, as amended and restated,
include:
|
an increase in the number of shares of the Companys common stock that may be issued under the 2015 Plan from 350,000 shares to 1,550,000 shares, which will be in addition to those shares that were available for the grant of awards as of the 2015 Plan effective date (April 22, 2015) under any prior plan and any shares subject to an award granted under the 2015 Plan or a prior plan, which award is forfeited, cancelled, terminated, expires, or lapses without the issuance of shares or to which such shares are forfeited, and further subject to adjustment as described in the 2015 Plan; |
|
an increase in the maximum number of the Companys common stock that may be issued under the 2015 Plan to the grant of incentive stock options from 350,000 to 1,550,000, subject to adjustment as described in the 2015 Plan; |
|
expanded coverage of the 2015 Plan minimum vesting requirements to apply to all participants (and not just employees) and to all types of awards (subject to certain exceptions); |
|
a new limitation on the size of awards that may be granted and the total amount of compensation that may be paid in any 12-month period to a non-employee director; |
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a new requirement that dividends or dividend equivalent rights, if any, on unearned or unvested awards may not be paid (even if accrued) unless and until the underlying award (or portion of an award) has vested (previously, this restriction applied only to performance-based awards); and |
|
modification of the 2015 Plan tax withholding provisions to permit withholding above the minimum statutory withholding levels so long as such withholding complies with applicable laws and accounting principles. |
The foregoing
summary description of the material changes to the 2015 Plan, as
amended and restated, is qualified in its entirety by reference
to the 2015 Plan, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1, the terms of which are
incorporated herein by reference. For additional information
regarding the 2015 Plan, please refer to Proposal Three:
Re-Approval of the Regional Management Corp. 2015 Long-Term
Incentive Plan (As Amended and Restated Effective April27, 2017)
on pages 5264 of the Companys definitive proxy statement filed
with the Securities and Exchange Commission on March24, 2017 (the
Proxy Statement) (available at the SECs website at
www.sec.gov).
Approval of
Updated Form Agreements
On April27, 2017,
the Compensation Committee (the Committee) of the Board of
Directors of the Company adopted updated forms of 2015 Plan award
agreements in connection with the amendment and restatement of
the 2015 Plan to reflect the plans modified tax withholding
provision (described above) and to make certain other minor
technical changes. Specifically, the Committee approved updated
forms of a Nonqualified Stock Option Agreement (the NQSO
Agreement), a Performance-Contingent Restricted Stock Unit
Award Agreement (the RSU Agreement), a Cash-Settled
Performance Unit Award Agreement (the Performance Unit
Agreement), a Restricted Stock Award Agreement (the
Restricted Stock Agreement), and a Stock Award Agreement
(the Stock Award Agreement).
Each of the NQSO
Agreement, RSU Agreement, Performance Unit Agreement, Restricted
Stock Agreement, and Stock Award Agreement are attached as
Exhibits10.2, 10.3, 10.4, 10.5, and 10.6, respectively, to this
Current Report on Form8-K and incorporated herein by reference.
The foregoing summary of the award agreements is not complete and
is qualified in its entirety by reference to the full texts of
such agreements.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
As noted above,
the Company held its Annual Meeting of Stockholders on April27,
2017. At the Annual Meeting, the stockholders of the Company
voted on the following proposals, which are described in greater
detail in the Proxy Statement. The results of the voting are
presented below.
Election of
Directors
The Companys
stockholders elected the seven nominees named in the Proxy
Statement to serve as members of the Companys 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:
|
Nominee |
Votes For | VotesWithheld | BrokerNon- Votes | |||||||||
|
Roel C. Campos |
8,802,191 | 798,427 | 1,007,421 | |||||||||
|
Michael R. Dunn |
7,375,248 | 2,225,370 | 1,007,421 | |||||||||
|
Steven J. Freiberg |
9,172,507 | 428,111 | 1,007,421 | |||||||||
|
Richard A. Godley |
8,809,700 | 790,918 | 1,007,421 | |||||||||
|
Peter R. Knitzer |
8,753,107 | 847,511 | 1,007,421 | |||||||||
|
Alvaro G. de Molina |
8,477,060 | 1,123,558 | 1,007,421 | |||||||||
|
Carlos Palomares |
8,539,769 | 1,060,849 | 1,007,421 |
Ratification of
Independent Auditor
The Companys
stockholders approved the ratification of RSM US LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017, based on the following final
voting results:
|
For |
Against |
Abstain |
||
|
10,501,847 |
104,241 | 1,951 |
Re-Approval of
2015 Long-Term Incentive Plan
The Companys
stockholders re-approved the Regional Management Corp. 2015
Long-Term Incentive Plan (as amended and restated effective
April27, 2017), based on the following final voting
results:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
8,361,752 |
1,236,191 | 2,675 | 1,007,421 |
| Item9.01. | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 |
Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April27, 2017) |
|
| 10.2 | Form of Nonqualified Stock Option Agreement | |
| 10.3 |
Form of Performance-Contingent Restricted Stock Unit Award Agreement |
|
| 10.4 | Form of Cash-Settled Performance Unit Award Agreement | |
| 10.5 | Form of Restricted Stock Award Agreement | |
| 10.6 | Form of Stock Award Agreement | |
| 99.1 |
Press Release issued by Regional Management Corp. on May2, 2017, announcing financial results for Regional Management Corp. for the quarter ended March31, 2017 |
|
| 99.2 | Presentation of Regional Management Corp., dated May2, 2017 |
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. Regional Management Corp. (NYSE:RM) Recent Trading Information
Regional Management Corp. (NYSE:RM) closed its last trading session down -0.45 at 19.28 with 48,180 shares trading hands.
