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):  October 18, 2021 (October 13, 2021)


OneMain Holdings, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 1-36129
 27-3379612
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

601 NW Second Street,
Evansville, Indiana 47708
(Address of principal executive offices)(Zip Code)

(812) 424-8031
(Registrant’s telephone number, including area code)

(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))
 
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 $0.01 per share
   OMF
  
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 13, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of OneMain Holdings, Inc. (the “Company”), adopted the OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) which provides eligible participants with the option to defer receipt of some or all of their annual cash incentives and some of their base salaries, in each case, that is earned on or after January 1, 2022.  Eligible participants include all employees with a base salary equal to or in excess of $200,000, including each of the Company’s named executive officers. Participant contributions will be fully vested at all times. Employer contributions are not permitted under the Plan. Distributions of participant accounts will be made following a participant’s separation of service, death, disability, unforeseeable emergency, or as of a future payment date specified by the participant.

The above summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and its Adoption Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
  
Exhibit Description
     
 
OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan
     
 
OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement

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.
 
 
ONEMAIN HOLDINGS, INC.
   
 
By:
/s/ Micah R. Conrad
 
Name:
Micah R. Conrad
 
Title:
Executive Vice President and Chief Financial Officer

Date:  October 18, 2021