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 11, 2020
SANTANDER CONSUMER USA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36270 | | 32-0414408 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1601 Elm St. Suite #800 Dallas, Texas | | 75201 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 634-1110
N/A
(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 | | SC | | 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. |
Offer Letter with Mahesh Aditya
On February 11, 2020, Mahesh C. Aditya, President and Chief Executive Officer of Santander Consumer USA Holdings Inc. (the “Company”), entered into an Offer Letter (the “Aditya Offer Letter”) with Santander Consumer USA Inc., which sets forth the terms and conditions of Mr. Aditya’s employment with the Company.
Under the Aditya Offer Letter, Mr. Aditya’s initial annual base salary will be $1,550,000, with such salary amount being retroactive to December 2, 2019. The Aditya Offer Letter also provides that Mr. Aditya will be eligible for an annual bonus with a target opportunity of $2,350,000 for calendar year 2020, under the Company’s Executive Incentive Plan. The amount of any annual bonus awarded to Mr. Aditya for 2020 will be paid in a combination of 25% in immediate cash, 25% in deferred cash vesting ratably over five years, 25% in immediately-vesting restricted stock units (“RSUs”), and 25% in RSUs vesting ratably over five years. The deferred components of such bonus are also subject to the non-occurrence of specified events, including, but not limited to, deficient financial performance of the Banco Santander Group.
In addition, Mr. Aditya will be entitled to participate in certain benefits and perquisites generally available to, and upon the terms generally applicable to, the Company’s senior executives, including relocation benefits.
Mr. Aditya’s employment is subject to the covenants and agreements set forth in Exhibit A to the Aditya Offer Letter. These include a perpetual confidentiality covenant and covenants prohibiting competitive activities and solicitation of customers, business partners and employees during his employment and for 12 months thereafter.
The foregoing description is qualified by reference to the terms of the Aditya Offer Letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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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| | | | SANTANDER CONSUMER USA HOLDINGS INC. |
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Dated: February 18, 2020 | | | | |
| | | | By: | | /s/ Christopher Pfirrman |
| | | | Name: | | Christopher Pfirrman |
| | | | Title: | | Chief Legal Officer |
