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): February 3, 2015
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EZCORP, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 0-19424 | 74-2540145 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1901 Capital Parkway, Austin, Texas 78746
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 314-3400
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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:
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)) | |
Item 4.01 — Changes in Registrant's Certifying Accountant
As reported in the Company's Current Report on Form 8-K dated December 15, 2014, the Audit Committee has selected and appointed BDO USA, LLP ("BDO") to serve as the Company's independent registered public accounting firm for fiscal 2015. On February 3, 2015, the Company entered into an engagement letter formalizing the terms BDO's engagement.
During the fiscal years ended September 30, 2014 and September 30, 2013, and the subsequent interim period through December 19, 2014, neither the Company nor anyone acting on the Company's behalf consulted with BDO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues or (ii) any matter that was either the subject of a "disagreement" or "reportable event" (as those terms are defined in Item 304(a)(1) of Regulation S-K).
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) (c) | On February 3, 2015, the Board of Directors approved the following realignment of the Company's executive management, effective immediately: |
• | Stuart I. Grimshaw was named Chief Executive Officer (principal executive officer). Mr. Grimshaw had been Executive Chairman of the Board. |
• | Lachlan P. Given was named Executive Chairman of the Board. Mr. Given had been Executive Vice Chairman of the Board. |
• | Mark E. Kuchenrither was named President and Chief Operating Officer. Mr. Kuchenrither had been President and Chief Executive Officer. Mr. Kuchenrither will continue to serve as Chief Financial Officer (principal financial officer) until the company hires a new Chief Financial Officer. In his new position, Mr. Kuchenrither will no longer be a member of the Board of Directors, leaving the Board with two executive directors and six non-executive directors. |
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits.
99.1 | Press Release dated February 4, 2015, announcing the realignment of the Company's executive management | |
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: | February 4, 2015 | By: | /s/ Thomas H. Welch, Jr. | ||||
Thomas H. Welch, Jr. | |||||||
Senior Vice President, General Counsel and Secretary | |||||||
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
99.1 | Press Release dated February 4, 2015, announcing the realignment of the Company's executive management | |
EZCORP ANNOUNCES REALIGNMENT OF EXECUTIVE MANAGEMENT
Stuart Grimshaw Named Chief Executive Officer
AUSTIN, Texas (February 3, 2015) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of easy cash solutions for consumers, today announced the following realignment of its executive management team:
• | Stuart I. Grimshaw (formerly Executive Chairman of the Board) has been named Chief Executive Officer; |
• | Lachlan P. Given (formerly Executive Vice Chairman of the Board) has been named Executive Chairman of the Board; and |
• | Mark E. Kuchenrither (formerly President and Chief Executive Officer) has been named President and Chief Operating Officer. |
This realignment is designed to streamline the Company's governance structure by positioning Mr. Grimshaw closer to the Company's core U.S. pawn and financial services operations, allowing Mr. Kuchenrither to focus on high-potential growth businesses in Mexico and Canada, and focusing Mr. Given's role on strategic investment and acquisition activities. As Chief Executive Officer, Mr. Grimshaw will assume principal executive officer responsibilities for all strategic, operating and support functions and will report to the Board of Directors.
Mr. Grimshaw stated: "I am honored to be assuming full executive responsibility for EZCORP. Over the past several months, we have made significant progress on our operational excellence and growth initiatives, but there remains much work to be done. The management realignment announced today is intended to distribute our executive talent across our core and growth businesses and strategic opportunities. I look forward to working with the Board and leading the executive management team to fully realize the enormous potential of this business."
In his new role, Mr. Kuchenrither will no longer be a member of the Board of Directors, which leaves the Board with two executive directors and six non-executive directors. Mr. Kuchenrither will continue to serve as Chief Financial Officer until the Company hires a new Chief Financial Officer.
About EZCORP
EZCORP is a leader in delivering easy cash solutions to our customers across channels, products, services and markets. With approximately 7,000 team members and approximately 1,400 locations and branches, we give our customers multiple ways to access instant cash, including pawn loans and consumer loans in the United States, Mexico and Canada, and fee-based credit services to customers seeking loans. At our pawn and buy/sell stores, we also sell merchandise, primarily collateral forfeited from pawn lending operations and used merchandise purchased from customers.
EZCORP owns controlling interests in Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. (doing business under the names “Crediamigo” and “Adex”), a leading provider of consumer loans in Mexico, and in Renueva Commercial, S.A.P.I. de C.V., an operator of buy/sell stores in Mexico under the name “TUYO.” The company also has a significant investment in Cash Converters International Limited (CCV.ASX), which franchises and operates a worldwide network of over 750 stores that provide personal financial services and sell pre-owned merchandise.
For the latest information on EZCORP, please visit our website at: http://investors.ezcorp.com/.
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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 or current or future litigation. 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.
Contact:
Mark Trinske
Vice President, Investor Relations and Communications
EZCORP, Inc.
(512) 314-2220
Investor_Relations@ezcorp.com
http://investors.ezcorp.com/
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