OneMain Holdings, Inc 8-K, filed Mar 10, 2021
OneMain Holdings, Inc. (OMF)
About this 8-K
OneMain Holdings, Inc filed this 8-K on March 10, 2021, reporting on events of March 5, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF
REPORT (Date of earliest event reported): March
10, 2021 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2021, the Board of Directors (the “Board”) of OneMain Holdings, Inc. (the “Company”) appointed Phyllis R. Caldwell to serve as an independent director on the Board, effective June 1, 2021. Ms. Caldwell was appointed a Class I director of the Board and will serve until the Company's 2023 annual meeting of shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. As of the date hereof, the Board has not determined any committee appointments for Ms. Caldwell.
In accordance with the Company’s non-employee director compensation program for 2021, Ms. Caldwell will be eligible to receive an annual cash retainer of $75,000 and a grant of RSUs with an approximate value of $140,000 for her Board service, pro-rated in each case based on the number of days of her Board service in 2021. Ms. Caldwell will be subject to our Director Stock Ownership Policy and will be eligible to participate in our director deferral election program, in each case as described in our annual proxy statement filed with the Securities and Exchange Commission on April 6, 2020.
Ms. Caldwell will enter into an indemnification agreement, effective as of June 1, 2021, pursuant to which the Company will indemnify her for certain actions taken in her capacity as a director of the Company, the form of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2018. There are no transactions between Ms. Caldwell and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointment of Ms. Caldwell to the Board is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of OneMain Holdings, Inc., issued March 10, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 10, 2021
Exhibit 99.1
OneMain Financial Appoints Phyllis Caldwell to Board of Directors
NEW YORK – March 10, 2021 – OneMain Financial, the country’s largest installment lender to hardworking Americans with nonprime credit, announced today that Phyllis Caldwell was appointed to its Board of Directors. Caldwell is the founder and managing member of Wroxton Civic Ventures, which offers advisory services to companies focused on housing, economic development and financial inclusion.
“We are excited to welcome Phyllis to OneMain,” said Doug Shulman, Chairman and CEO of OneMain. “She brings deep experience in lending, government and community development to the Board. Her passion for financial inclusion fits perfectly with OneMain’s mission of improving the financial lives of hardworking Americans.”
Caldwell served as Chief of the Homeownership Preservation Office and implemented foreclosure prevention initiatives established through the Troubled Asset Relief Program (TARP) at the U.S. Department of Treasury during the Obama administration. Before Treasury, she served in multiple executive roles at Bank of America, including President of Community Development Banking. She also served as president and CEO of the Washington Area Women’s Foundation, an organization dedicated to investing in women and girls of color in the Washington, D.C., region.
Caldwell holds a Bachelor of Arts from the University of Maryland and an MBA from the Robert H. Smith School of Business, where she is currently an Executive-in-Residence.
About OneMain Financial
OneMain Financial (NYSE: OMF) has been offering responsible and transparent loans for over 100 years. With almost 1,500 locations throughout 44 states, the company is committed to helping people with their personal loan needs. OneMain and its team members are dedicated to the communities where they live and work. For additional information, please visit OneMainFinancial.com.
Kelly Ogburn
410-537-9028
Kelly.ogburn@omf.com