Document
false0001084961
0001084961
2019-09-25
2019-09-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 25, 2019
Date of report (Date of earliest event reported)
______________________
ENCORE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 000-26489 | 48-1090909 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
350 Camino de la Reina, Suite 100
San Diego, California 92108
(Address of principal executive offices)(Zip Code)
(877) 445-4581
(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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 Par Value Per Share | | ECPG | | The NASDAQ Stock Market LLC |
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.
(d) On September 25, 2019, the Board of Directors (the “Board”) of Encore Capital Group, Inc. (the “Company”) increased the number of directors of the Company from 9 to 11 and elected Angela A. Knight CBE and Jeffrey A. Hilzinger as directors of the Company. The Board has affirmatively determined that Ms. Knight and Mr. Hilzinger qualify as independent directors under the Nasdaq listing standards. Neither Ms. Knight nor Mr. Hilzinger has been appointed to any committee of the Board at this time.
Each of Ms. Knight and Mr. Hilzinger will participate in the standard non-employee director compensation program previously approved by the Board.
There is no arrangement or understanding pursuant to which any of the new directors was elected as a director, and there are no related party transactions between the Company and any of the new directors that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Ms. Knight and Mr. Hilzinger to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number | Description |
99.1 | Press Release Dated September 26, 2019 |
SIGNATURE
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.
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| | ENCORE CAPITAL GROUP, INC.
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Date: | September 26, 2019 | /s/ Gregory Call |
| | Gregory Call |
| | Executive Vice President, General Counsel and Chief Administrative Officer |
EXHIBIT INDEX
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Exhibit Number | Description |
99.1 |
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Exhibit
Encore Capital Group Board Elects Two New Directors
SAN DIEGO, September 26, 2019 — Encore Capital Group, Inc. (Nasdaq: ECPG), announced today the election of Angela Knight CBE and Jeffrey A. Hilzinger to the Encore Board of Directors.
A former member of the British Parliament, Ms. Knight served as chief executive of the British Bankers’ Association for five years, after which she joined Energy UK, the trade association for Great Britain’s energy industry, as its chief executive. Ms. Knight also has experience serving on boards of public companies listed in the U.K.
Mr. Hilzinger is the President, Chief Executive Officer and a director of Marlin Business Services Corp., a NASDAQ-listed provider of credit products and services to small businesses throughout the U.S. He has previously served in several senior management and C-suite roles at financial services companies, most notably Heller Financial.
“I couldn’t be more excited to have Angela and Jeff join our highly talented and knowledgeable Board,” said Michael P. Monaco, Chairman of the Board. “Their skills are highly complementary to our existing Board. Angela’s international background, including her deep understanding of the financial services industry in the U.K. and its interactions with regulators and government, will greatly benefit Encore and the Board. Further, as a sitting CEO and an experienced operator and capital allocator in the credit industry, Jeff brings valuable insight to Encore.”
“As we continue to focus on the U.S. and the U.K., our key markets, and as we continue to strive toward improving our operating efficiency and refining our capital allocation, Angela and Jeff will both be a great benefit to the company. I’m looking forward to working alongside them,” said Ashish Masih, President and Chief Executive Officer.
Encore also announced that current Board members Francis Quinlan and Norman Sorensen will not stand for reelection to the Board at Encore’s next annual meeting in June 2020. Their continued service until June 2020 will allow for a smooth integration of the new Board members.
“Frank and Norman have provided valuable leadership, insight and guidance to Encore since 2011,” said Monaco. “On behalf of my fellow Board members, I want to offer my sincerest appreciation to Frank and Norman for their contributions to Encore and wish them well in their future endeavors.”
About Encore Capital Group, Inc.
Encore is an international specialty finance company that provides debt recovery solutions and other related services across a broad range of financial assets. Through its subsidiaries around the globe, Encore purchases or services portfolios of receivables from major banks, credit unions and utility providers.
Headquartered in San Diego, Encore is a publicly traded Nasdaq Global Select company (ticker symbol: ECPG) and a component stock of the Russell 2000, the S&P Small Cap 600 and the Wilshire 4500.
Contact
press@encorecapital.com
Bruce Thomas, Investor Relations
(858) 309-6442
bruce.thomas@encorecapital.com
Sheryl Wright, Corporate and Government Affairs
(858) 309-9757
sheryl.wright@encorecapital.com