Regional Management Corp.
For the period ended Apr 15, 2024. Filed Apr 15, 2024.
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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.
Apr 15, 2024 · Filed Apr 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Regional Management Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024 Annual Meeting of Stockholders
and Proxy Statement
Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651
(864) 448-7000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 16, 2024
To the Stockholders of Regional Management Corp.:
We hereby give notice that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Regional Management Corp. will be held exclusively online via the internet on May 16, 2024, at 1:00 p.m. Eastern Daylight Time. The purposes of the meeting are as follows:
(1) To elect the eight nominees named in the accompanying Proxy Statement to serve as members of our Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
(3) To approve the Regional Management Corp. 2024 Long-Term Incentive Plan;
(4) To hold an advisory vote to approve executive compensation;
(5) To hold an advisory vote on the frequency of future advisory votes to approve executive compensation; and
(6) To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
We began mailing this Notice of Annual Meeting of Stockholders and our Proxy Statement to stockholders on or about April 15, 2024. Only stockholders whose names appear of record on our books at the close of business on April 2, 2024 will be entitled to notice of and to vote at the Annual Meeting or at any adjournments thereof.
We have once again determined that the Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “General Information and Frequently Asked Questions” in this Proxy Statement. Stockholders will be able to attend, vote, and submit questions (both before, and during a designated portion of, the meeting) from any location via the internet. The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/RM2024. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions to management during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/RM2024.
To participate in the Annual Meeting (e.g., submit questions and/or vote), you will need the control number provided on your proxy card or voting instruction form. If you are not a stockholder or do not have a control number, you may still access the Annual Meeting as a guest, but you will not be able to participate.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, you are urged to cast your vote promptly in order to assure representation of your shares at the meeting and so that a quorum may be established. In advance of the Annual Meeting, you may vote by internet or by mail. If you attend the virtual Annual Meeting, you may revoke your proxy and vote your shares electronically during the meeting.
To vote by internet prior to the meeting, please visit www.proxyvote.com. Have the enclosed proxy card in hand when you access the website, and follow the instructions to obtain your records and to create an electronic voting instruction form.
To vote by mail, please complete, date, and sign the enclosed proxy card, and mail it in the enclosed envelope. No postage need be affixed if the proxy card is mailed in the United States.
On behalf of our Board of Directors and our management team, we thank you for your interest in Regional Management Corp. and for your participation in the Annual Meeting.
By Order of the Board of Directors
Catherine R. Atwood
SVP, General Counsel, and Secretary
Greer, South Carolina
April 15, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2024: The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://materials.proxyvote.com/75902K and on our Investor Relations website at www.regionalmanagement.com.
Proxy statement
2024 Annual Meeting of Stockholders
Table of Contents
| Page | |
|---|---|
| 2024 Proxy Statement Summary | 1 |
| General Information and Frequently Asked Questions | 6 |
| Board of Directors and Corporate Governance Matters | 9 |
| Director Qualifications | 9 |
| Board Diversity | 9 |
| Current Directors and Director Nominees | 10 |
| Matrix of Director Skills, Experience, and Demographic Background | 14 |
| Board Independence | 14 |
| Leadership Structure | 15 |
| Meetings | 15 |
| Committees of the Board | 15 |
| Role in Risk Oversight | 17 |
| Code of Business Conduct and Ethics | 18 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Communications with the Board | 18 |
| Director Compensation | 19 |
| Executive Officers | 21 |
| Compensation Discussion and Analysis | 22 |
| Executive Summary of Compensation Programs | 22 |
| Compensation Objectives and Approaches | 26 |
| Elements of Compensation | 29 |
| Other Compensation Policies, Practices, and Matters | 35 |
| Compensation Committee Report | 38 |
| Executive Compensation Tables | 39 |
| Summary Compensation Table | 39 |
| Grants of Plan-Based Awards | 41 |
| Outstanding Equity Awards at Fiscal Year-End | 42 |
| Option Exercises and Stock Vested | 43 |
| Equity Compensation Plan Information | 43 |
| CEO Pay Ratio | 44 |
| Pay Versus Performance | 45 |
| Summary of Employment Arrangements with Named Executive Officers | 49 |
| Former Employment Agreements with Named Executive Officers | 49 |
| Executive Severance and Change in Control Plan | 51 |
| Other Arrangements with Named Executive Officers | 52 |
| Potential Payments Upon Termination or Change-in-Control | 52 |
| Summary of Company Incentive Plans | 58 |
| Long-Term Incentive Plans | 58 |
| Annual Incentive Plan | 58 |
| Stockholder Proposals | 60 |
| Proposal No. 1: Election of Directors | 60 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 60 |
| Proposal No. 3: Approval of the Regional Management Corp. 2024 Long-Term Incentive Plan | 62 |
| Proposal No. 4: Advisory Vote to Approve Executive Compensation | 71 |
| Proposal No. 5: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation | 72 |
Regional Management Corp. | Notice of Annual Meeting of Stockholders
| Other Information | 73 |
|---|---|
| Audit Committee Report | 73 |
| Security Ownership of Certain Beneficial Owners and Management | 74 |
| Certain Relationships and Related Person Transactions | 76 |
| Proposals by Stockholders | 77 |
| Householding of Annual Meeting Materials | 78 |
| Other Business | 78 |
Regional Management Corp. | Notice of Annual Meeting of Stockholders
979 Batesville Road, Suite B
Greer, South Carolina 29651
PROXY STATEMENT
For the Annual Meeting of Stockholders to Be Held on May 16, 2024
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 16, 2024:
The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K are available free of charge athttps://materials.proxyvote.com/75902Kand on the Investor Relations website of Regional Management Corp. at www.regionalmanagement.com.
April 15, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.