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 18, 2021
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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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| (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) | |||||
| 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)) | |||||
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 5.07 — Submission of Matters to a Vote of Security Holders
On February 18, 2021, the sole holder of the Company’s Class B Voting Common Stock (the “Voting Stockholder”) re-elected the following persons to serve on the Company’s Board of Directors, effective at the Annual Meeting of Stockholders held on February 18, 2021: Matthew W. Appel, Zena Srivatsa Arnold, Phillip E. Cohen, Jason A. Kulas, Pablo Lagos Espinosa and Gary L. Tillett. Each of such persons shall serve a one-year term until the next annual meeting of stockholders (or, if earlier, until his or her death, removal or resignation).
On February 18, 2021, there were 2,970,171 shares of the Company's Class B Voting Common Stock outstanding, all of which are held by MS Pawn Limited Partnership.
Consistent with the Company’s cost reduction initiatives, five directors — Shelaghmichael Brown, Hugo R. Dooner, Kent V. Stone, Robert W. K. Webb and Rosa C. Zeegers — were not re-elected, and their service on the Board of Directors ended effective February 18, 2021 upon expiration of their respective terms.
Item 7.01 — Regulation FD Disclosure
On February 18, 2021, the Company issued a press release announcing the Board changes described above, and a copy of that press release is furnished as Exhibit 99.1.
The Company held its 2021 Annual Meeting of Stockholders on February 18, 2021. The Company’s publicly-traded Class A Non-Voting Common Stock is not entitled to vote on any matters, and thus, no proposals or other matters were presented for voting at the 2021 Annual Meeting. Management discussed the Company’s strategic plans and initiatives and was available for stockholders’ questions. A copy of the presentation materials that management reviewed during the 2021 Annual Meeting has been posted in the Investor Relations section of the Company’s website at www.ezcorp.com.
The information set forth, or referred to, in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any registration statement or other filing made by the Company pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, unless such subsequent filing specifically references this Item 7.01 of this Current Report on Form 8-K.
Item 9.01 — Financial Statements and Exhibits
| (d) | Exhibits. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 18, 2021 | By: | /s/ Thomas H. Welch, Jr. | ||||||||||||||||||||
| Thomas H. Welch, Jr. | |||||||||||||||||||||||
| Chief Legal Officer and Secretary | |||||||||||||||||||||||
EZCORP REDUCES SIZE OF BOARD OF DIRECTORS AS TERMS EXPIRE
AUSTIN, Texas (February 18, 2021) — EZCORP, Inc. (NASDAQ: EZPW) today announced that, in line with current cost reduction initiatives, it is reducing the size of its Board of Directors, with five directors leaving the Board at the end of their current terms, which expire as of the company’s Annual Meeting of Stockholders to be held later today. Those directors are Shelaghmichael Brown, Hugo R. Dooner, Kent V. Stone, Robert W. K. Webb and Rosa Zeegers.
Jason A. Kulas, Chief Executive Officer, stated: “We are fortunate that these directors have been a part of our Board during a period of significant change and challenge. Through their substantial business and leadership experience, each provided invaluable contributions and fresh perspective to our Board deliberations, as well as thoughtful counsel and guidance to the company and to me. I want to thank them for their service to the company and look forward to continuing personal relationships with each of them.”
The remaining six directors — Phillip E. Cohen (Executive Chairman), Matthew W. Appel, Zena Srivatsa Arnold, Pablo Lagos Espinosa, Gary L. Tillett and Mr. Kulas — will be reelected to the Board to serve additional one-year terms.
Mr. Kulas continued, “These changes are consistent with our continuous efforts to optimize costs and efficiencies and are expected to reduce administrative expenses by up to $1.2 million annually. This reduction is incremental to the more than $13 million targeted annual cost savings we announced two weeks ago.”
ABOUT EZCORP
Formed in 1989, EZCORP has grown into a leading provider of pawn loans in the United States and Latin America. We also sell merchandise, primarily collateral forfeited from pawn lending operations and pre-owned 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.
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.
Investor_Relations@ezcorp.com
Phone: (512) 314-2220