praa-20240313false000118534800011853482024-03-132024-03-13
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
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| Date of Report (Date of Earliest Event Reported): | March 13, 2024 |
PRA Group, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | | 000-50058 | | 75-3078675 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 120 Corporate Boulevard | | | | |
| Norfolk, | Virginia | | | | 23502 |
| (Address of principal executive offices) | | | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (888) | 772-7326 |
Not Applicable
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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:
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | PRAA | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 March 12, 2024, the Board of Directors (the “Board”) of PRA Group, Inc. (the “Company”) elected Glenn Marino as an independent director and increased the size of the Board from 11 to 12 members, effective March 15, 2024. Mr. Marino will receive compensation for his services as an independent director in accordance with the Company’s standard compensation program for non-executive directors, which was previously disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders that was filed with the Securities and Exchange Commission on May 1, 2023. Mr. Marino will serve on the Board's Risk Committee.
Mr. Marino has no family relationships with any of the Company’s executive officers or directors. There are no arrangements or understandings between Mr. Marino and any other person pursuant to which he was appointed as a director, nor have there been any transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which he had or has an interest requiring disclosure under Item 404(a) or Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01 Regulation FD Disclosure.
On March 12, 2024, the Company issued a press release announcing the appointment of Mr. Marino as a director, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
None of the information furnished in Item 7.01 or Exhibit 99.1 of this Current Report on Form 8-K shall be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Unless expressly set forth by specific reference in such filings, none of the information furnished in this Current Report on Form 8-K shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits
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| (d) | Exhibits | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
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| PRA Group, Inc. |
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| Date: March 13, 2024 | By: | /s/ Rakesh Sehgal |
| | Rakesh Sehgal |
| | Executive Vice President and Chief Financial Officer |
DocumentExhibit 99.1
PRA Group Appoints Glenn Marino to Board of Directors
Appointment Follows Constructive Engagement with Engaged Capital
NORFOLK, Va., March 12, 2024 – PRA Group, Inc. (Nasdaq: PRAA) (“PRA Group” or the "Company"), a global leader in acquiring and collecting nonperforming loans, announced today the appointment of Glenn Marino to the Company’s Board of Directors (the “Board”), effective March 15, 2024.
Marino brings 30+ years of experience in the consumer finance industry to the PRA Group Board. Most recently, he served as Executive Vice President, Chief Commercial Officer and CEO of the Payment Solutions business at Synchrony Financial, Inc. (“Synchrony”), an $18 billion financial services company. Prior to the spin-off of Synchrony by General Electric Corporation (“GE”), Marino was CEO of Sales Finance for GE’s North American retail finance business, and later served as CEO of Payment Solutions and Chief Commercial Officer for the business. He also previously served as CEO of Monogram Credit Services, a joint venture between GE and Bank One Corporation (now part of JPMorgan Chase). Currently, Marino serves on the board of directors of Upbound Group, Inc. (formerly Rent-A-Center).
“We are pleased to welcome Glenn to the Board at this important time in our Company’s transformation,” said Steve Fredrickson, Chairman of the PRA Group Board. “Glenn’s deep industry experience and track record of execution will be an asset to the Board and management team as we execute on our strategy and position PRA Group for the future. We look forward to benefiting from his insights and expertise as we continue to advance our initiatives to drive profitable growth.”
“PRA Group is a well-established leader in the nonperforming loan industry,” said Marino. “The Company has made impressive strides over the last year and I look forward to supporting the significant work already underway to stabilize performance and drive PRA Group’s turnaround.”
The PRA Group Board regularly reviews its composition to ensure it reflects the right mix of skills, expertise and diversity of perspectives to effectively oversee management and enhance shareholder value. Marino’s appointment follows a thorough director search process conducted by the Board in collaboration with Engaged Capital, LLC (“Engaged Capital”), one of the Company’s stockholders. Following Marino’s appointment, the Board will include six directors appointed in the last six years, consistent with the Board’s commitment to ongoing refreshment.
“We appreciate PRA Group’s constructive engagement and collaborative approach to this refreshment process,” said Glenn W. Welling, Founder and CIO of Engaged Capital. “We are confident that Mr. Marino’s extensive sector knowledge and proven skillset make him a valuable addition to the Company’s Board, and we look forward to seeing the PRA Group team continue to execute well and create value for stockholders.”
About PRA Group
As a global leader in acquiring and collecting nonperforming loans, PRA Group, Inc. returns capital to banks and other creditors to help expand financial services for consumers in the Americas, Europe and Australia. With thousands of employees worldwide, PRA Group, Inc. companies collaborate with customers to help them resolve their debt. For more information, please visit www.pragroup.com.
Forward-Looking Statements
Statements in this press release, other than statements of historical fact, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on our current beliefs, projections, assumptions and expectations concerning future operations and financial performance. Such statements involve uncertainties and risks, some of which are not currently known to us, and may be superseded by future events that could cause actual results to differ materially from those expressed or implied in this press release. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release and are qualified in their entirety by these cautionary statements. Information regarding risks and other factors that could cause our actual results to differ materially from our expectations can be found in our most recent Annual Report on Form 10-K and in subsequent Securities and Exchange Commission filings and should be considered when evaluating the forward-looking statements in this press release. Except as required by law, we assume no obligation to update or revise these statements to reflect changes in the events, conditions, or circumstances upon which any such forward-looking statements are based.
Investor Contact:
Najim Mostamand, CFA
Vice President, Investor Relations
(757) 431-7913
IR@PRAGroup.com
News Media Contact:
Elizabeth Kersey
Senior Vice President, Communications and Public Policy
(757) 641-0558
Elizabeth.Kersey@PRAGroup.com
