8-K/A
Regional Management Corp. (RM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K/A |
|---|
| Amendment No. 1 |
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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): January 19, 2022
Regional Management Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35477 | 57-0847115 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
979 Batesville Road, Suite B
Greer, South Carolina 29651
(Address of principal executive offices) (zip code)
(864) 448-7000
(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) |
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| ☐ | 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)) |
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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, $0.10 par value | RM | 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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed on January 19, 2022 (the “
Original Form 8-K
”) solely to correct the description of Mr. Bancroft’s business experience. Item 5.02 of the Original Form 8-K incorrectly referenced Mr. Bancroft as serving as a current Executive Vice President of Chubb Limited and inadvertently referred to Chubb Limited as the acquiror of ACE Limited. Further, Exhibit 99.1 of the Original Form 8-K, which incorrectly referred to Mr. Bancroft as a current Executive Vice President of Chubb Limited, has been corrected on Exhibit 99.1 to this Amendment.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2022, upon recommendation by the Corporate Governance and Nominating Committee of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”), the Board increased the size of the Board from eight members to nine members and appointed Philip V. Bancroft as a new member of the Board, effective immediately. In addition to his appointment to the Board, Mr. Bancroft was also appointed to serve on the Audit Committee of the Board and the Risk Committee of the Board. He will stand for re-election to the Board at the Company’s upcoming 2022 Annual Meeting of Stockholders. Mr. Bancroft will be eligible to receive compensation for his service as a non-employee director consistent with that of the Company’s other non-employee directors (pro-rated for a partial year of service). The Board has determined that Mr. Bancroft is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules. There are no arrangements or understandings between Mr. Bancroft and any other person pursuant to which Mr. Bancroft was selected as a director, and there are no transactions between Mr. Bancroft and the Company that would be reportable under Item 404(a) of Regulation S-K.
Mr. Bancroft, 62, is the former Chief Financial Officer and Executive Vice President of Chubb Limited (NYSE: CB), the largest publicly traded property and casualty insurance company in the world. He was the Chief Financial Officer of ACE Limited from 2001 prior to ACE’s acquisition of Chubb in 2016, at which time he became the Chief Financial Officer of Chubb. Prior to ACE, Mr. Bancroft served as Partner-in-Charge for the New York Regional Insurance Group of PricewaterhouseCoopers (PwC) from 1996 to 2001, and spent nearly 20 years at PwC in various roles. He has served on the boards of various organizations, currently serving on Saint Joseph’s University Haub School of Business/Advisory Board for Insurance Risk Management. He was certified as a public accountant and earned his Bachelor of Business Administration in Accounting from Temple University.
A copy of the Company’s press release announcing the appointment of Mr. Bancroft to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release issued by Regional Management Corp., dated January 19, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: January 20, 2022 | By: | /s/ Harpreet Rana |
| Harpreet Rana | ||
| Executive Vice President and Chief Financial Officer |
3
EX-99.1
Exhibit 99.1
Regional Management Corp. Appoints Philip Bancroft to Board of Directors
Greenville, South Carolina – January 19, 2022 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced the appointment of Philip Bancroft to its Board of Directors, effective immediately. Mr. Bancroft is the former Chief Financial Officer and Executive Vice President of Chubb (NYSE: CB), the largest publicly traded property and casualty insurance company in the world.
Mr. Bancroft’s appointment increases the size of Regional Management’s Board of Directors from eight directors to nine directors.
“We are delighted to welcome Phil to our Board,” said Maria Contreras-Sweet, Chair of the Corporate Governance and Nominating Committee of Regional Management’s Board of Directors. “Phil’s wealth of financial knowledge and his experience working with growth companies will serve to enhance the quality of our Board. We expect that Phil will add immediate and considerable value to Regional’s ongoing omni-channel and digital growth initiatives, while additionally bolstering our robust financial capabilities.”
Mr. Bancroft brings to the Board unparalleled financial, risk, and executive management expertise. He was the CFO of ACE Limited from 2001 prior to ACE’s acquisition of Chubb in 2016, at which time he became the CFO of Chubb. Prior to ACE, Mr. Bancroft served as Partner-in-Charge for the New York Regional Insurance Group of PricewaterhouseCoopers (PWC) from 1996 to 2001, and spent nearly 20 years at PWC, ten years as a partner. He has served on the boards of various organizations, currently serving on Saint Joseph’s University Haub School of Business/Advisory Board for Insurance Risk Management. He was certified as a public accountant and earned his Bachelor of Business Administration in Accounting from Temple University.
“Regional has a first-class Board of Directors, and I’m excited to join the team as the company continues to expand its market share and broaden its reach across the country,” added Mr. Bancroft. “I look forward to working closely with the Board and management to help direct Regional’s overall long-term growth strategy and deliver additional value for our shareholders.”
Diversified Search Group was retained by Regional Management to conduct this search. The Group was founded in 1974 and is a key leader in attracting transformational leaders of every background for clients like Regional Management. It was named one of Forbes top ten executive search firms in America, and the search was led by Victor Arias, Jr., Managing Partner of the DFW office.
About Regional Management Corp.
Regional Management Corp. (NYSE: RM) is a diversified consumer finance company that provides attractive, easy-to-understand installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. Regional Management operates under the name “Regional Finance” in approximately 350 branch locations in 13 states across the United States. Most of its loan products are secured, and each is structured on a fixed-rate, fixed-term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. Regional Management sources loans through its multiple channel platform, which includes branches, centrally managed direct mail campaigns, digital partners, retailers, and its consumer website. For more information, please visit www.RegionalManagement.com.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent Regional Management Corp.’s expectations or beliefs concerning future events. Forward-looking statements include, without limitation, statements concerning financial outlooks or future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements speak only as of the date on which they were made and are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. As a result, actual performance and results may differ materially from those contemplated by these forward-looking statements. Therefore, investors should not place undue reliance on forward-looking statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in forward-looking statements include, but are not limited to, the following: risks related to Regional Management’s business, including the COVID-19 pandemic and its impact on Regional Management’s operations and financial condition; managing growth effectively, implementing Regional Management’s growth strategy, and opening new branches as planned; Regional Management’s convenience check strategy; Regional Management’s policies and procedures for underwriting, processing, and servicing loans; Regional Management’s ability to collect on its loan portfolio; Regional Management’s insurance operations; exposure to credit risk and repayment risk, which risks may increase in light of adverse or recessionary economic conditions; the implementation of new underwriting models and processes, including as to the effectiveness of new custom scorecards; changes in the competitive environment in which Regional Management operates or a decrease in the demand for its products; the geographic concentration of Regional Management’s loan portfolio; the failure of third-party service providers, including those providing information technology products; changes in economic
conditions in the markets Regional Management serves, including levels of unemployment and bankruptcies; the ability to achieve successful acquisitions and strategic alliances; the ability to make technological improvements as quickly as competitors; security breaches, cyber-attacks, failures in information systems, or fraudulent activity; the ability to originate loans; reliance on information technology resources and providers, including the risk of prolonged system outages; changes in current revenue and expense trends, including trends affecting delinquencies and credit losses; changes in operating and administrative expenses; the departure, transition, or replacement of key personnel; the ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support Regional Management’s operations and initiatives; changes in interest rates; existing sources of liquidity may become insufficient or access to these sources may become unexpectedly restricted; exposure to financial risk due to asset-backed securitization transactions; risks related to regulation and legal proceedings, including changes in laws or regulations or in the interpretation or enforcement of laws or regulations; changes in accounting standards, rules, and interpretations and the failure of related assumptions and estimates, including those associated with CECL accounting; the impact of changes in tax laws, guidance, and interpretations, including the timing and amount of revenues that may be recognized; risks related to the ownership of Regional Management’s common stock, including volatility in the market price of shares of Regional Management’s common stock; the timing and amount of future cash dividend payments; and anti-takeover provisions in Regional Management’s charter documents and applicable state law. The COVID-19 pandemic may also magnify many of these risks and uncertainties.
The foregoing factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update or revise forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Regional Management is not responsible for changes made to this document by wire services or Internet services.
Contact
Investor Relations
Garrett Edson, (203) 682-8331
investor.relations@regionalmanagement.com