UNITED STATES
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): April 19, 2022
(Exact name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code: (385 ) 351-1369
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(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):
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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
On April 19, 2022, PROG Holdings, Inc. (the “Company”) announced that Marvin A. Fentress will retire as General Counsel and Corporate Secretary of the Company, effective as of May 31, 2022. Mr. Fentress' retirement will be treated as a termination without cause pursuant to his severance and change-in-control agreement.
In connection with Mr. Fentress' retirement, the Company's Board of Directors appointed Vin Thomas as General Counsel and Corporate Secretary, effective as of June 1, 2022. Mr. Thomas has served as Chief Legal Officer and Corporate Secretary of CURO Group Holdings Corp. ("CURO") since 2014. Prior to joining CURO, Mr. Thomas served as General Counsel and Assistant Secretary of TMX Finance LLC ("TMX Finance") from 2009 to 2014. Prior to joining TMX Finance, Mr. Thomas was in the private practice of law.
ITEM 7.01. REGULATION FD DISCLOSURE
On April 19, 2022, the Company issued a press release announcing the above described management changes, which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
Exhibit No. | Description | ||||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||
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: | April 19, 2022 | Brian Garner Chief Financial Officer | |||||||||
Exhibit 99.1
PROG Holdings, Inc. Announces Appointment of Vin Thomas as General Counsel and Corporate Secretary
SALT LAKE CITY, April 19, 2022 – PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Vive Financial, and Four Technologies, today announced that Vin Thomas has been appointed by the Board of Directors to serve as the Company’s General Counsel and Corporate Secretary. Mr. Thomas will be replacing Marvin Fentress, who will be retiring as General Counsel and Corporate Secretary effective as of May 31, 2022.
“Vin is a seasoned lawyer with extensive general counsel experience in our industry,” said PROG Holdings President and CEO Steve Michaels. “With his proven track record of managing and advising on legal and regulatory compliance risks, litigation and complex corporate and capital markets transactions, Vin will play a key role in advancing the Company’s strategic initiatives. We are excited to have him join the PROG Holdings team.”
Mr. Thomas has most recently served as Chief Legal Officer and Corporate Secretary of CURO Group Holdings Corp., an NYSE-listed, technology-enabled, omni-channel consumer finance company serving non-prime and prime consumers in the United States and Canada. Prior to joining CURO, Mr. Thomas served as General Counsel and Assistant Secretary at TMX Finance LLC from 2009 to 2014. Prior to joining TMX Finance, Mr. Thomas was in the private practice of law.
“On behalf of the entire organization, we want to thank Marvin for his 10 years of dedicated service to the Company,” continued Mr. Michaels. “Marvin will be greatly missed, and we wish him all the best in his retirement.”
About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions, Vive Financial, an omnichannel provider of second-look revolving credit products, and Four Technologies, provider of Buy Now, Pay Later payment options through its platform, Four. More information on PROG Holdings' companies can be found at https://www.progholdings.com.
Investor Contact
John A. Baugh, CFA
Vice President, Investor Relations
john.baugh@progleasing.com
Media Contact
Mark Delcorps
Director, Corporate Communications
media@progleasing.com