WORLD ACCEPTANCE CORPORATION (NASDAQ:WRLD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 4, 2018, the Board of Directors (the “Board”) of World Acceptance Corporation (the “Company”) adopted amendments to the Company’s Bylaws to reflect the separation of the roles of Chief Executive Officer and Chairman, effective immediately. The amendments were adopted to the Stipulation and Agreement of Settlement dated August 4, 2017 (the “Stipulation”), by and among (i) plaintiffs Irwin J. Lipton and Paul Parshall, individually and derivatively on behalf of the Company; (ii) certain of the Company’s current and former officers and directors; and (iii) the Company in the action captioned In re World Acceptance Corporation Derivative Litigation, Lead Case No. 6:15-cv-02796-MGL, in the United States District Court for the District of South Carolina (the “Court”). On November 7, 2017, the Court granted final approval of the settlement, which included the Stipulation.

Specifically, the amendments provide that certain responsibilities must reside with the Chairman. These include the responsibility to (i) coordinate activities of the independent directors; (ii) advise the Board as to an appropriate schedule for Board and committee meetings; (iii) provide significant input on agendas for Board and committee meetings; (iv) receive and oversee responses to shareholder communications; (v) approve retention of counsel or consultants who report to the Board; (vi) coordinate and develop the agenda for, and chairing executive sessions of, the Board’s independent directors; and (vii) act as principal liaison between the independent directors and the Chief Executive Officer. In addition, the Chairman shall preside at all meetings of the Board and perform such other duties as may be directed by the Board. The amendments further provide that the Chairman must meet the standards for determining director independence set forth by the NASDAQ Stock Market (“NASDAQ”) and the Company’s Governance Policy.

In addition, the Board amended the Bylaws to add a new Section 10 to Article VIII of the Bylaws. This new Section10 became effective immediately upon adoption and provides that unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for the adjudication of certain actions shall be the state courts of South Carolina or the U.S. District Court for the District of South Carolina.

The foregoing summary of the amendments to the Company’s Bylaws is qualified in its entirety by reference to the full text of the amended Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

Also on January 4, 2018, the Board adopted several resolutions implementing various corporate governance changes to the Stipulation and the Court’s approval of the Stipulation. These changes included the adoption of amendments to the charters of the Board’s Audit and Compliance Committee, Nominating and Corporate Governance Committee, and Compensation and Stock Option Committee, as well as amendments to the Company’s Governance Policy and Insider Trading Policy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

WORLD ACCEPTANCE CORP Exhibit
EX-3.1 2 wrld_1-9x2018xex31.htm EXHIBIT 3.1 Exhibit SEVENTH AMENDED AND RESTATED BYLAWSOFWORLD ACCEPTANCE CORPORATION(Revised as of January 4,…
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About WORLD ACCEPTANCE CORPORATION (NASDAQ:WRLD)

World Acceptance Corporation operates a small-loan consumer finance business in 15 states and Mexico as of March 31, 2016. The Company offers short-term small installment loans, medium-term larger installment loans, related credit insurance and ancillary products and services to individuals. The Company offers standardized installment loans generally between $300 and $4,000 through 1,339 branches in Alabama, Georgia, Idaho, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Mexico, Oklahoma, South Carolina, Texas, Tennessee, Wisconsin and Mexico as of March 31, 2016. The Company generally serves individuals with limited access to other sources of consumer credit, such as banks, credit unions, other consumer finance businesses and credit card lenders. In the United States branches, the Company also offers income tax return preparation services to its loan customers and other individuals.