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): April 24, 2013
Regional Management Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35477 | 57-0847115 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
509 West Butler Road
Greenville, South Carolina 29607
(Address of principal executive offices) (zip code)
(864) 422-8011
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Regional Management Corp. (the “Company”) held its annual meeting of stockholders on April 24, 2013 (the “Annual Meeting”). The Company received proxies totaling 92.48% of its issued and outstanding shares of common stock, representing 11,547,889 shares of common stock, as of the record date. At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2013 (the “Proxy Statement”). The results of the voting are presented below.
Election of Directors
The Company’s stockholders elected the nine nominees named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified, based on the following final voting results:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Roel C. Campos |
10,410,700 | 149,132 | 988,057 | |||||||||
| Alvaro G. de Molina |
10,507,660 | 52,172 | 988,057 | |||||||||
| Richard T. Dell’Aquila |
9,537,659 | 1,022,173 | 988,057 | |||||||||
| Thomas F. Fortin |
9,816,496 | 743,336 | 988,057 | |||||||||
| Richard A. Godley |
9,318,732 | 1,241,100 | 988,057 | |||||||||
| Jared L. Johnson |
9,318,732 | 1,241,100 | 988,057 | |||||||||
| Carlos Palomares |
10,529,036 | 30,796 | 988,057 | |||||||||
| David Perez |
9,318,732 | 1,241,100 | 988,057 | |||||||||
| Erik A. Scott |
9,340,108 | 1,219,724 | 988,057 | |||||||||
Ratification of Independent Auditor
The Company’s stockholders approved the ratification of McGladrey LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2013, based on the following final voting results:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 11,546,789 |
1,100 | 0 | 0 |
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.
| Regional Management Corp. | ||||||
| Date: April 29, 2013 | By: | /s/ Donald E. Thomas | ||||
| Donald E. Thomas Executive Vice President and Chief Financial Officer | ||||||