8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

___________________

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

MoneyGram International, Inc.

_________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-31950	16-1690064
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
2828 N. Harwood Street,	15th Floor
Dallas,	Texas	75201
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (214) 999-7552

Not applicable

(Former name or former address, if changed since last report)

__________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	MGI	The NASDAQ Stock Market LLC
Preferred Stock Purchase Rights	N/A	The NASDAQ Stock Market LLC

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.

On February 18, 2021, the Board of Directors (the “Board”) of MoneyGram International, Inc. (the “Company”) increased the size of the Board from seven to ten members and elected Alka Gupta, Francisco Lorca and Julie E. Silcock (collectively, the “Elected Directors”) as members of the Board to fill the vacancies, all effective as of February 23, 2021. Ms. Gupta will serve on the Compliance and Ethics Committee of the Board, Mr. Lorca on the Human Resources and Nominating Committee of the Board and Ms. Silcock on the Audit Committee of the Board. The Elected Directors have been elected to serve on the Board until the Company’s 2021 Annual Meeting of the Stockholders (the “Annual Meeting”), at which time they are each expected to be a nominee for election by the Company's stockholders. There is no arrangement or understanding between the Elected Directors and any other person pursuant to which they were each elected as a director. In addition, there are no transactions in which the Elected Directors have an interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Consistent with the compensation provided to all non-employee directors, the Elected Directors will each receive an annual Board retainer fee of $100,000 in cash to be pro-rated accordingly for this year from the effective date of their election. In addition, in accordance with Company policy, the Elected Directors will be reimbursed for reasonable expenses incurred in connection with their Board service. If elected by the stockholders at the Annual Meeting, the Elected Directors will also be awarded the annual equity retainer for 2021-2022 service which will be awarded to all non-employee directors at the first regular Board meeting following the Annual Meeting. The Elected Directors will also be eligible to enter into the Company’s standard form of indemnification agreement for non-employee directors included in its filings with the SEC.

A copy of the press release announcing the election is furnished hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 24, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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.

		MONEYGRAM INTERNATIONAL, INC.
Date:	February 24, 2021
		By:	/s/ Robert L. Villasenor
		Name:	Robert L. Villasenor
		Title:	General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

MoneyGram Announces Election of Three New Directors to the Board

MoneyGram elects Alka Gupta, Francisco Lorca and Julie E. Silcock, three executives with diverse experience across fintech, global payments, enterprise technology and investment banking industries

DALLAS, Feb.24, 2021 /PRNewswire/ -- MoneyGram International, Inc. today announced the election of Alka Gupta, Co-Founder of and current Director at globaliD, Inc., a venture-backed company building a portable and interoperable identity platform leveraging the blockchain, Francisco Lorca, Founder and CEO of EthosData, a global provider of cloud-based virtual data room services, and Julie E. Silcock, Senior Advisor at CDX Advisors, a tech-enabled investment bank, to the MoneyGram Board of Directors, effective February 23, 2021. The new members will bring diverse career experiences across the fintech, global payments, enterprise technology and investment banking industries to the Board.

"We are very pleased to welcome Alka, Francisco and Julie as new directors to the MoneyGram Board," said Alex Holmes, MoneyGram Chairman and CEO. "Coming off of a remarkable and record-breaking year that truly demonstrated the strength of our digital transformation, these three join MoneyGram at an exciting time. We look forward to benefiting from their diverse expertise and experiences. The addition of these directors complements the skills, experience and perspective of our established board, and we are confident that they will provide valuable insight as we continue to execute our purpose-driven growth strategy to mobilize the movement of money.”

Ms. Gupta was a Co-Founder of and former President at globaliD, Inc., where she currently still serves on the Board. During her tenure as Co-Founder and President, she led globaliD’s growth including building a high-quality team, launching a cutting-edge product and signing on first digital wallet customers. Prior to this, she was an executive at eBay/PayPal as Head of Strategy for eBay Marketplaces building new growth strategies in areas such as mobile commerce and cross-border payments. Ms. Gupta earned her M.B.A. from The Wharton School and holds a B.S. degree from Case Western Reserve University.

Mr. Lorca founded and currently serves as the CEO of EthosData. Prior to founding EthosData, Mr. Lorca held executive and leadership positions with Startupbootcamp FinTech, First Data International, Teknoland, GE Capital Europe and McKinsey & Company. Mr. Lorca has a M.B.A. degree and holds a B.S. degree in Business Administration from California State University.

Ms. Silcock currently serves as a Senior Advisor at CDX Advisors where she is involved in strategic advisory M&A and capital raising activities primarily for growth-oriented companies in the Southwest. Ms. Silcock has over 35 years of Capital Markets and M&A experience, having previously served as Co-Head of Southwest Investment Banking at Houlihan Lokey and, prior to that, having founded and acted as Head of Southwest Investment Banking at Citigroup. Ms. Silcock earned her M.B.A. from Stanford Graduate School of Business and holds a B.A. degree from Princeton University. She currently also serves on the boards of Overseas Shipholding Group, Inc. (OSG –NYSE), a crude oil and petroleum shipping company, and JC Skincare, a privately held beauty company.

# # #

About MoneyGram International, Inc.

MoneyGram is a global leader in cross-border P2P payments and money transfers. Its consumer-centric capabilities enable family and friends to quickly and affordably send money in more than 200 countries and territories, with 90 now digitally enabled.

MoneyGram leverages its modern, mobile, and API-driven platform and collaborates with the world's leading brands to serve millions of people each year through both its walk-in business and its direct-to-consumer digital business.

With a strong culture of innovation and a relentless focus on utilizing technology to deliver the world's best customer experience, MoneyGram is leading the evolution of digital P2P payments.

For more information, please visit ir.moneygram.com and follow @MoneyGram.

MediaContact

Stephen Reiff

media@moneygram.com

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Entity Address, City or Town	Dallas,
Entity Address, State or Province	TX
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