WORLD ACCEPTANCE CORP
For the period ended Mar 31, 2025. Filed Jul 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Jul 23, 2025
Contents
PROXY STATEMENT
104 S. Main Street, Suite 400
Greenville, South Carolina 29601
PROXY STATEMENT
This proxy statement (this "Proxy Statement") is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of World Acceptance Corporation (the “Company”) to be used at our 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof (the “Annual Meeting”). Our Annual Meeting will be held at 120 Halston Avenue, Greenville, SC 29615, at 8:45 a.m., local time, on August 20, 2025. This Proxy Statement and the accompanying form of proxy card are first being mailed or made available to shareholders on or about July 23, 2025.
Appointment of Proxy Holders
The Board asks you to appoint R. Chad Prashad and Luke J. Umstetter as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by voting the enclosed proxy card using one of the voting methods described below.
If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.
Unless you indicate otherwise on the proxy card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and which, under our Eighth Amended and Restated Bylaws (the “Bylaws”), may be properly presented for action at the Annual Meeting.
Who Can Vote
Only shareholders who owned shares of our common stock at the close of business on July 9, 2025, the Record Date for the Annual Meeting, can vote at the Annual Meeting. As of the Record Date, we had 5,446,636 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting for each share held as of the Record Date. There is no cumulative voting in the election of directors.
How You Can Vote
If you are a shareholder of record, you may vote your shares at the Annual Meeting either in person or by mail. Shareholders holding shares through a bank or broker should follow the voting instructions on the voting instruction form received from such bank or broker. Giving a proxy will not affect your right to vote your shares if you attend the Annual Meeting and want to vote in person.
Voting by Mail. You may vote your shares by proxy by signing, dating and returning your proxy card in the enclosed postage-prepaid return envelope.
Voting In Person. You may vote in person at the Annual Meeting. If you hold shares through a bank or broker, you must obtain a proxy, executed in your favor, from the bank or broker to be able to vote in person at the Annual Meeting. Voting by mail will not limit your right to vote at the Annual Meeting, if you decide to attend in person.
If you are a shareholder of record and you submit your proxy but do not mark your voting preference, the proxy holders will vote your shares as recommended by the Board or, if no recommendation is given, in their own discretion. If you hold shares through a bank or broker, such bank or broker is not permitted to vote the client's shares with respect to "non-routine" matters without voting instructions. See "Quorum and Vote Necessary for Action." below for further information.
Revocation of Proxies
If you are a shareholder of record, you can revoke your proxies at any time before they are exercised in any of three ways by:
voting in person at the Annual Meeting;
submitting written notice of revocation to the Corporate Secretary that is received prior to the Annual Meeting; or
submitting another properly executed proxy of a later date that is received prior to the Annual Meeting.
If you hold shares through a bank or broker, you should follow the instructions on the voting instruction form received from such bank or broker to revoke or change your vote.
Proposals to Be Considered
Shareholders will have the opportunity to vote on the following proposals at the Annual Meeting:
Elect seven (7) directors;
Approve, on an advisory (non-binding) basis, the compensation of our named executive officers as described in this Proxy Statement;
Approve the World Acceptance Corporation 2025 Stock Incentive Plan; and
Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026.
Quorum and Vote Necessary for Action
Quorum. The presence of the holders of a majority of the outstanding shares of the corporation entitled to vote at the Annual Meeting, represented in person or by proxy, is required to constitute a quorum.
Broker Non-Votes. A broker holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the client’s shares with respect to “routine” matters if the client does not provide voting instructions. The broker, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting instructions. Proposals 1, 2, and 3 are deemed “non-routine” matters, while Proposal 4 is deemed a “routine” matter under applicable stock exchange rules. A “broker non-vote” occurs when your broker submits a proxy for your shares but does not vote on a particular proposal because the broker does not have discretionary voting power for that item and has not received instructions from you. Broker non-votes, if any, will be counted for purposes of determining a quorum for the Annual Meeting but will not be treated as votes cast for Proposal 1 or shares voted for Proposals 2, 3, and 4 and thus will have no effect on the vote required for any of the matters to be voted upon at the Annual Meeting. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.
Abstentions. If you abstain from voting on a particular matter, your vote will be counted for purposes of determining whether a quorum is present but will not be treated as shares voted either for or against that matter.
Required Vote. Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter.
When a quorum is present at the Annual Meeting, directors will be elected (Proposal 1) by a plurality of the votes cast, which means that the seven director nominees who receive the greatest number of “for” votes will be elected. You may vote “for,” “for all except” or “withhold” your vote with respect to the election of directors. Votes indicated as “withheld” and “broker non-votes” will not be deemed cast for nominees and will have no effect on the outcome of the election (other than with respect to the majority voting policy contained in our corporate governance policy (our "Governance Policy") (See "Corporate Governance-Director Resignation Policy," below)). Despite this plurality voting standard set forth in our Bylaws, our Governance Policy requires that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five (5) days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. Nominees for election to our Board must agree that their nomination is contingent upon adherence to this majority voting policy. See “Corporate Governance—Director Resignation Policy,” below for additional information on this director resignation policy.
The compensation of our named executive officers (Proposal 2) will be approved, on an advisory (non-binding) basis, by the affirmative vote of the majority of the shares voted on such proposal. The approval of the World Acceptance Corporation 2025 Stock Incentive Plan (Proposal 3) will be approved by the affirmative vote of the majority of the shares voted on such proposal. The approval of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026 (Proposal 4) will be approved by the affirmative vote of the majority of the shares voted on such proposal. You may vote “for” or “against” or “abstain” from voting with respect to Proposals 2, 3, and 4. Abstentions and “broker non-votes” will not be deemed to be shares voted and thus will have no effect on the outcome of Proposals 1, 2, 3 and 4. If you hold your shares in street name and fail to instruct your broker or nominee how to vote, a “broker non-vote” on Proposals 1, 2 and 3 will occur with respect to your shares; however, on Proposal 4, your broker or nominee will, nonetheless, have discretionary authority to vote your shares if it chooses to do so.
Recommendation of the Board of Directors
The Board recommends that you vote:
FOR the election of each of the seven nominees for director;
FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as described in this Proxy Statement;
FOR the approval of the World Acceptance Corporation 2025 Stock Incentive Plan; and
FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026.
Solicitation of Proxies
The Company will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person, by telephone or by electronic transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. At this time we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement.
Important
Please promptly submit your proxy by signing, dating, and returning the enclosed proxy card in the postage-prepaid return envelope so that your shares can be voted. This will not limit your rights to attend or change your vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 20, 2025
The Notice of Annual Meeting of Shareholders, this Proxy Statement, and our Annual Report on Form 10-K are available free of charge at http://wrld.irinfo.com/WRLD2025.html, or through the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.