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
Date of report (Date of earliest event reported)
______________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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.)
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on June 17, 2020. The final voting results on the proposals presented at the Annual Meeting are set forth below.
The first proposal was for the election of the following nine directors: Michael P. Monaco, Ashwini (Ash) Gupta, Wendy G. Hannam, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard J. Srednicki, Richard P. Stovsky and Ashish Masih. All nine directors were elected, with the following votes tabulated:
| For | Withheld | Broker Non-Votes | |||||||||
| Michael P. Monaco | 27,999,294 | 90,594 | 1,241,459 | ||||||||
| Ashwini (Ash) Gupta | 27,912,944 | 176,944 | 1,241,459 | ||||||||
| Wendy G. Hannam | 27,999,890 | 89,998 | 1,241,459 | ||||||||
| Jeffrey A. Hilzinger | 28,027,496 | 62,392 | 1,241,459 | ||||||||
| Angela A. Knight | 27,919,561 | 170,327 | 1,241,459 | ||||||||
| Laura Newman Olle | 27,968,875 | 121,013 | 1,241,459 | ||||||||
| Richard J. Srednicki | 27,996,739 | 93,149 | 1,241,459 | ||||||||
| Richard P. Stovsky | 28,026,635 | 63,253 | 1,241,459 | ||||||||
| Ashish Masih | 27,999,957 | 89,931 | 1,241,459 | ||||||||
The second proposal was a non-binding vote to approve the compensation of the Company’s named executive officers. In a non-binding vote, the compensation of the Company’s named executive officers was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 27,498,020 | 585,118 | 6,750 | 1,241,459 | ||||||||
The third proposal was to recommend, in a non-binding vote, the frequency of future non-binding stockholder votes to approve the compensation of the Company’s named executive officers. In a non-binding vote, the Company’s stockholders recommended a non-binding vote to approve the compensation of the Company’s named executive officers every year, with the following votes tabulated:
| One Year | Two Years | Three Years | Abstain | ||||||||
| 26,523,793 | 3,100 | 1,348,170 | 214,825 | ||||||||
The fourth proposal was the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, with the following votes tabulated:
| For | Against | Abstain | ||||||
| 29,131,935 | 189,925 | 9,487 | ||||||
The Company’s Board of Directors has determined that it will include a non-binding vote to approve the compensation of the Company’s named executive officers in its proxy materials every year until the next non-binding vote to approve the frequency of such vote, which will occur no later than the Company’s 2026 annual meeting of stockholders.
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.
ENCORE CAPITAL GROUP, INC. | ||||||||
Date: | June 19, 2020 | /s/ Gregory Call | ||||||
Gregory Call | ||||||||
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary | ||||||||