0001084961-19-000047.txt : 20190506 0001084961-19-000047.hdr.sgml : 20190506 20190506063251 ACCESSION NUMBER: 0001084961-19-000047 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 EFFECTIVENESS DATE: 20190506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCORE CAPITAL GROUP INC CENTRAL INDEX KEY: 0001084961 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 481090909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26489 FILM NUMBER: 19798024 BUSINESS ADDRESS: STREET 1: 350 CAMINO DE LA REINA STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 877-445-4581 MAIL ADDRESS: STREET 1: 350 CAMINO DE LA REINA STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92108 FORMER COMPANY: FORMER CONFORMED NAME: MCM CAPITAL GROUP INC DATE OF NAME CHANGE: 19990430 FORMER COMPANY: FORMER CONFORMED NAME: MIDLAND CORP OF KANSAS DATE OF NAME CHANGE: 19990423 DEFA14A 1 ecpg-20190506xdefa14a.htm DEFA14A Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
________________________________________________
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary proxy statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive proxy statement
☒
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
ENCORE CAPITAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
1)
Title of each class of securities to which transaction applies:
 
2)
Aggregate number of securities to which transaction applies:
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)
Proposed maximum aggregate value of transaction:
 
5)
Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
1)
Amount Previously Paid:
 
2)
Form, Schedule or Registration Statement No.:
 
3)
Filing Party:
 
4)
Date Filed:
 


EXPLANATORY NOTE
This Amendment No. 1 amends the Definitive Proxy Statement (the “Proxy Statement”) filed by Encore Capital Group, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission on April 29, 2019 (the “Original Filing”). The Proxy Statement was filed in connection with the Company’s 2019 Annual Meeting of Stockholders to be held on June 20, 2019 at 8:00 a.m. Eastern time (the “Annual Meeting”). Other than as described herein, all other items in the Original Filing remain unchanged.
AMENDMENT TO ORIGINAL FILING
The second paragraph of the ninth question under the section entitled “QUESTIONS ABOUT THE MEETING-What vote is required to approve each item?” on page 3 of the Original Filing is hereby amended and restated in its entirety to read as follows:
“Amendment of our Certificate of Incorporation. The proposal regarding an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock requires the vote of a majority of the outstanding stock entitled to vote thereon in favor of the Amendment (as defined herein). Abstentions and broker non-votes will have the same effect as a vote against this proposal.”
The fourth paragraph under the section entitled “AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK FROM 50,000,000 TO 75,000,000 (PROPOSAL NO. 4)” on page 60 of the Original Filing is hereby amended and restated in its entirety to read as follows:
“If the Amendment is approved by a majority of the outstanding stock entitled to vote thereon, the Amendment will be effected by filing a Certificate of Amendment with the Delaware Secretary of State. The full text of the Amendment to Article Five Paragraph A of our Charter is attached as Appendix A to this proxy statement and is incorporated by reference into this proposal. If the proposed Amendment is not approved, then the number of our authorized common stock will remain 50,000,000.”
The section entitled “Required Vote” under the section entitled “AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK FROM 50,000,000 TO 75,000,000 (PROPOSAL NO. 4)” on page 61 of the Original Filing is hereby amended and restated in its entirety to read as follows:
“The vote in favor of the Amendment by a majority of the outstanding stock entitled to vote thereon is required for stockholders to approve and adopt the proposed amendment to our Amended and Restated Certificate of Incorporation.”