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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 17, 2022

Regional Management Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35477   57-0847115

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

979 Batesville Road, Suite B

Greer, South Carolina 29651

(Address of principal executive offices) (zip code)

(864) 448-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange on Which Registered

Common Stock, $0.10 par value   RM   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2022 (the “Grant Date”), following consultation with its independent compensation consultant, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”) approved certain compensation arrangements with respect to the Company’s named executive officers (the “NEOs”), as described below. The Committee also adopted a new form of award agreement under the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021) (the “2015 Plan”). Specifically, the Committee approved the form of Performance Restricted Stock Unit Award Agreement (the “PRSU Award Agreement”), which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the PRSU Award Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement.

The Committee granted the following awards to the NEOs under the 2015 Plan: (i) performance restricted stock units (“PRSUs”) and (ii) restricted stock, in each case subject to the terms of the 2015 Plan and the applicable award agreement.

The NEOs were each granted PRSUs with the target number of PRSUs (rounded down to the nearest whole unit) determined by dividing the value of the grant by the fair value of each PRSU (calculated on or as close in time as practicable to the Grant Date in accordance with GAAP using a Monte Carlo valuation model). The PRSU grant values are: Mr. Beck: $1,500,000; Ms. Rana: $400,000; Mr. Schachtel: $412,500; Mr. Fisher: $337,500; and Mr. Parmar: $272,500. The actual number of PRSUs, if any, that may be earned ranges from 0% to 150% of the target number of units and will be based on achievement of the Company’s cumulative total shareholder return over the performance period, February 17, 2022 through December 31, 2024, and the continued employment of each such executive through December 31, 2024, or as otherwise provided in the 2015 Plan or the PRSU Award Agreement, the form of which is filed herewith. Any shares of the Company’s common stock payable upon vesting and earning of the PRSUs will be subject to an additional one-year holding period following the end of the performance period and will be distributed to the employee no earlier than December 31, 2025, unless otherwise provided in the 2015 Plan or the PRSU Award Agreement.

The NEOs were each granted restricted stock, subject to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of shares calculated by dividing the value of the grant by the fair market value of the Company’s common stock on the Grant Date, based upon grants of the following values: Mr. Beck: $1,500,000; Ms. Rana: $400,000; Mr. Schachtel: $412,500; Mr. Fisher: $337,500; and Mr. Parmar: $272,500. One-third of the shares subject to each award shall vest on each of December 31, 2022, December 31, 2023, and December 31, 2024, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2015 Plan or the RSA Agreement, the form of which was previously filed with the Securities and Exchange Commission.

 

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

10.1    Form of Performance Restricted Stock Unit Award Agreement
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

    Regional Management Corp.
Date: February 18, 2022     By:  

/s/ Harpreet Rana

     

Harpreet Rana

Executive Vice President and Chief Financial Officer

 

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