SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 25, 2022 (May 24, 2022)
PROG Holdings, Inc. |
(Exact name of Registrant as Specified in Charter)
Georgia | 1-39628 | 85-2484385 | ||||||||||||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
256 W. Data Drive | 0 | Draper | Utah | 84020-2315 | |||||||||||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (385) 351-1369
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 (see General Instruction A.2. below):
☐ 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, Par Value $0.50 Per Share | PRG | 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 24, 2022, PROG Holdings, Inc. (the "Company") held its 2022 annual meeting of shareholders (the “Annual Meeting”) in Salt Lake City, Utah. As of April 11, 2022, the record date for the Annual Meeting, there were 54,643,523 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 52,265,539 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, which was 96% of the aggregate number of shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s shareholders took the actions listed below and elected each of the director nominees to serve as directors until the expiration of such director’s term at the Company’s 2023 annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, removal from office or death, having cast the following votes:
Proposal 1 – Election of directors
For | Against | Abstain | Non-Votes | ||||||||||||||||||||
Kathy T. Betty | 48,725,872 | 1,328,640 | 80,933 | 2,130,094 | |||||||||||||||||||
Douglas C. Curling | 49,094,188 | 959,751 | 81,506 | 2,130,094 | |||||||||||||||||||
Cynthia N. Day | 45,943,795 | 4,110,822 | 80,828 | 2,130,094 | |||||||||||||||||||
Curtis L. Doman | 49,023,686 | 1,030,759 | 81,000 | 2,130,094 | |||||||||||||||||||
Ray M. Martinez | 49,723,959 | 330,013 | 81,473 | 2,130,094 | |||||||||||||||||||
Steven A. Michaels | 49,625,875 | 426,240 | 83,330 | 2,130,094 | |||||||||||||||||||
Ray M. Robinson | 44,886,624 | 5,135,715 | 113,106 | 2,130,094 | |||||||||||||||||||
Caroline S. Sheu | 49,687,498 | 365,869 | 82,078 | 2,130,094 | |||||||||||||||||||
James P. Smith | 49,594,394 | 459,792 | 81,259 | 2,130,094 |
Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation
For | Against | Abstain | Non-Votes | |||||||||||||||||
47,212,057 | 2,734,628 | 188,760 | 2,130,094 |
Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022
For | Against | Abstain | Non-Votes | |||||||||||||||||
49,112,112 | 3,069,047 | 84,380 | — |
Proposal 4 – Amendment to the PROG Holdings, Inc. Amended and Restated 2015 Equity and Incentive Plan
For | Against | Abstain | Non-Votes | |||||||||||||||||
47,113,297 | 2,933,894 | 88,254 | 2,130,094 |
Proposal 5 – Amendment to the PROG Holdings, Inc. Employee Stock Purchase Plan
For | Against | Abstain | Non-Votes | |||||||||||||||||
50,027,066 | 38,580 | 69,799 | 2,130,094 |
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.
PROG Holdings, Inc. | |||||||||||
By: | /s/ Brian Garner | ||||||||||
Date: May 25, 2022 | Brian Garner Chief Financial Officer |