UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2022 (January 12, 2022)
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512 ) 314-3400
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Securities registered pursuant to Section 12(b) of the Act:
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| (NASDAQ Global Select Market) | |||||||||||||||||
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) | ||||||||
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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)) | ||||||||
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
(b) On January 12, 2022, Jason A. Kulas (principal executive officer) informed the Company's Board of Directors (the "Board") that he was resigning from his position as Chief Executive Officer to accept a position at another company, and the Board accepted that resignation later that day.
(c) On January 12, 2022, the Board appointed Lachlan P. Given and John Blair Powell, Jr. as co-Interim Chief Executive Officers (co-principal executive officers), effective immediately. Both Mr. Given and Mr. Powell are executive officers of the Company and have extensive experience with the Company and its business. A description of their respective backgrounds and experiences can be found in "Part III, Item 10 — Directors, Officers and Corporate Governance — Executive Officers" of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2021.
There are no changes to Mr. Given's and Mr. Powell's current compensation arrangements at this time. Mr. Given's compensation arrangement in his capacity as Chief Strategy, M&A and Funding Officer is detailed in "Part III, Item 11 — Executive Compensation" of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2021, and consists of an annual base salary of $600,000, a short-term incentive bonus target of 100% of base salary and a long-term incentive award target of $600,000. Mr. Powell's compensation arrangement in his capacity as President, Global Pawn consists of an annual base salary of $450,000, a short-term incentive bonus target of 80% of base salary and a long-term incentive award target of $450,000. Both executives will remain eligible for healthcare and other benefits typically provided to the Company's executive officers.
The Company issued a press release announcing these changes on January 13, 2022, and a copy of that release is included as Exhibit 99.1 to this Report.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits.
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.
| EZCORP, INC. | |||||||||||||||||||||||
| Date: | January 13, 2022 | By: | /s/ Thomas H. Welch, Jr. | ||||||||||||||||||||
| Thomas H. Welch, Jr. | |||||||||||||||||||||||
| Chief Legal Officer and Secretary | |||||||||||||||||||||||
EZCORP ANNOUNCES CHIEF EXECUTIVE OFFICER CHANGES
AUSTIN, Texas, January 13, 2022 — (BUSINESS WIRE) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of pawn transactions in the United States and Latin America, today announced that Jason A. Kulas has resigned from his position as Chief Executive Officer and has accepted a position at another company.
The EZCORP Board of Directors has appointed Lachlan P. Given and John Blair Powell, Jr. as co-Interim Chief Executive Officers, effective immediately. Both Mr. Given and Mr. Powell have extensive experience with the Company and the pawn industry.
•Lachlan P. Given — Mr. Given joined the Company in July 2014 and has served in a variety of executive-level roles, most recently Chief Strategy, M&A and Funding Officer. Over the past several years, he has led the Company’s efforts to expand its store base in Latin America and the U.S. and the development and implementation of the Company’s strategic plan focused on customer service, cost efficiency and growth and innovation.
•John Blair Powell, Jr. — Mr. Powell joined the Company in 1989 as a pawnbroker in Houston, Texas, and during his tenure has held all field level positions, from store level to multi-unit management positions. He moved into Operations at the Corporate Support Center in 2000 and was the Company’s top Operations Administration executive. He was named President, US Pawn in September 2020 and was promoted to President, Global Pawn in October 2021.
As co-Interim CEOs, Mr. Given and Mr. Powell will continue to leverage their current areas of expertise and experience, with Mr. Powell focusing on store and digital operations and Mr. Given focusing on strategy, finance and M&A.
Mr. Kulas will assist with a smooth transition of the CEO duties and responsibilities, and will continue as a member of the Company’s Board of Directors.
Phillip E. Cohen, Executive Chairman, stated: “On behalf of the entire Board of Directors, I want to thank Jason for his leadership and vision over the past 18 months. He has been instrumental in helping us refocus on a pawn-centric, customer-oriented, cost-efficient business model and effecting the cultural transformation necessary to enable that model to succeed. We wish him the very best in his future endeavors and are delighted that we will continue to benefit from his advice and counsel as a Board member.
“I would also like to acknowledge how fortunate we are to have two exceptional, long-term executives who are assuming interim executive leadership of our organization. Lachie has been the principal driver of our strategic plan and growth initiatives, and Blair, as the architect of our People, Pawn and Passion culture, has been the principal driver of our focus on customer service and operational excellence. We look forward to continuing our success under their collective leadership.”
ABOUT EZCORP
Formed in 1989, EZCORP has grown into a leading provider of pawn transactions in the United States and Latin America. We also sell merchandise, primarily collateral forfeited from pawn lending operations and pre-owned and recycled merchandise purchased from customers. We are dedicated to satisfying the short-term cash needs of consumers who are both cash and credit constrained, focusing on an industry-leading customer experience. EZCORP is traded on NASDAQ under the symbol EZPW and is a member of the Russell 2000 Index, S&P 1000 Index and Nasdaq Composite Index.
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FORWARD LOOKING STATEMENTS
This announcement contains certain forward-looking statements regarding the company’s strategy, initiatives and expected performance. These statements are based on the Company’s current expectations as to the outcome and timing of future events. All statements, other than statements of historical facts, including all statements regarding the Company's strategy, initiatives and future performance, that address activities or results that the Company plans, expects, believes, projects, estimates or anticipates, will, should or may occur in the future, including future financial or operating results, are forward-looking statements. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including operating risks, liquidity risks, legislative or regulatory developments, market factors, current or future litigation and risks associated with the COVID-19 pandemic. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Email: Investor_Relations@ezcorp.com
Phone: (512) 314-2220
Phone: (512) 314-2220
Source: EZCORP, Inc.