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.)
_____________________
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on June 7, 2024. 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, William C. Goings, Ashwini (Ash) Gupta, Wendy G. Hannam, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard P. Stovsky and Ashish Masih. All nine directors were elected, with the following votes tabulated:
| For | Withhold | Broker Non-Votes | |||||||||
| Michael P. Monaco | 20,193,117 | 58,855 | 1,077,965 | ||||||||
| William C. Goings | 19,887,575 | 364,397 | 1,077,965 | ||||||||
| Ashwini (Ash) Gupta | 20,075,341 | 176,631 | 1,077,965 | ||||||||
| Wendy G. Hannam | 20,219,253 | 32,719 | 1,077,965 | ||||||||
| Jeffrey A. Hilzinger | 19,883,093 | 368,879 | 1,077,965 | ||||||||
| Angela A. Knight | 19,871,192 | 380,780 | 1,077,965 | ||||||||
| Laura Newman Olle | 20,089,667 | 162,305 | 1,077,965 | ||||||||
| Richard P. Stovsky | 20,183,377 | 68,595 | 1,077,965 | ||||||||
| Ashish Masih | 20,218,835 | 33,137 | 1,077,965 | ||||||||
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 | ||||||||
| 19,838,295 | 369,847 | 43,830 | 1,077,965 | ||||||||
The third proposal was the ratification of the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment of BDO USA, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with the following votes tabulated:
| For | Against | Abstain | ||||||
| 21,053,910 | 273,684 | 2,343 | ||||||
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 10, 2024 | /s/ Andrew Asch | ||||||
Andrew Asch | ||||||||
Senior Vice President, General Counsel and Secretary | ||||||||