Delaware | 0-19424 | 74-2540145 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(e) | On March 16, 2016, the Compensation Committee of the Company’s Board of Directors (the “Committee”) took the following actions with respect to the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “Plan”). The Plan, among other things, permits the Company to provide incentive compensation awards to employees, consultants and directors based on the Company’s Class A Non-Voting Common Stock (the “Class A Stock”). |
(1) | The Committee canceled a restricted stock award covering 600,000 shares of Class A Stock previously granted to Stuart I. Grimshaw (Chief Executive Officer) and an award of 120,000 shares previously granted to Lachlan P. Given (Executive Chairman). These awards were specified in the executives’ offer letters (dated August 6, 2014, in the case of Mr. Grimshaw, and August 12, 2014, in the case of Mr. Given) and were originally designed to vest over a six-year period in specified amounts if the per-share trading price of the Class A Stock achieves specified levels ranging from $15 to $80. In order to better align the performance incentives for all of the Company’s executives, the Compensation Committee determined to cancel these multi-year awards and permit Mr. Grimshaw and Mr. Given to participate in the annual long-term incentive program consistent with the program offered to the other executives (as described below). |
(2) | The Committee approved long-term incentive awards for fiscal 2016. The approved awards will be granted to a total of 31 Plan participants (including the Executive Officers) and will consist of restricted stock units (“Units”) covering an aggregate of 1,487,926 shares of Class A Stock. The number of Units awarded to each participant was determined based on the participant’s “Participation Value” (generally a multiple of base salary ranging from 60% to 200%) divided by $6.17 (the trading price of the Class A Stock as of October 1, 2015, the beginning of fiscal 2016). |
• | Unless the performance objectives are achieved at a specified threshold level, no Units will vest. |
• | If the performance objectives are achieved at or above the threshold level but less than the specified target level, then 50% of the Units will vest. |
• | If the performance objectives are achieved at or above the target level, then 100% of the Units will vest. |
Named Executive Officer | Participation Value (% of Base Salary) | Number of Units | |||
Stuart I. Grimshaw | $2,000,000 (200%) | 324,149 | |||
Chief Executive Officer | |||||
Mark Ashby | $700,000 (100%) | 113,452 | |||
Chief Financial Officer | |||||
Lachlan P. Given | $600,000 (100%) | 97,245 | |||
Executive Chairman | |||||
Thomas H. Welch, Jr. | $410,000 (100%) | 66,451 | |||
Senior Vice President, | |||||
General Counsel and Secretary | |||||
Jodie E. B. Maccarrone | $360,000 (90%) | 58,347 | |||
Chief Strategy Officer, | |||||
Vice Chair — Grupo Finmart |
(3) | The Committee approved the addition of 185,026 shares to the Plan and recommended that the full Board do the same. These additional shares, along with uncommitted shares currently in the Plan (including the shares that became available as a result of the cancellation of the awards described in (1) above), will be sufficient to cover the fiscal 2016 awards. The addition of shares to the Plan was subsequently approved by the Board of Directors. |
99.1 | Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective March 21, 2016 |
EZCORP, INC. | |||||||
Date: | March 22, 2016 | By: | /s/ Thomas H. Welch, Jr. | ||||
Thomas H. Welch, Jr. | |||||||
Senior Vice President, General Counsel and Secretary |
Exhibit No. | Description of Exhibit | |
10.1 | Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective March 21, 2016 |