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): July 2, 2014

REGIONAL MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-35477	57-0847115
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

509 West Butler Road

Greenville, South Carolina 29607

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (864) 422-8011

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 2, 2014, the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”) fixed the number of directors constituting the entire Board at eight. Also on July 2, 2014, the Board appointed Steven J. Freiberg, Michael R. Dunn, and C. Glynn Quattlebaum to serve as members of the Company’s Board. Mr. Quattlebaum, who is currently the Company’s President and Chief Operating Officer, will also serve as the Vice Chairman of the Board. Mr. Freiberg and Mr. Dunn will each serve on the Audit Committee and Compensation Committee of the Board. Mr. Quattlebaum will not serve on any committee of the Board.

In addition, the Board and the Compensation Committee of the Board approved cash compensation and restricted stock awards to Mr. Freiberg and Mr. Dunn, consistent with the Company’s standard non-employee director compensation program, as previously described in the Company’s Annual Report on Form 10-K, filed on March 17, 2014. The cash compensation and restricted stock awards are prorated based upon the number of days remaining between Mr. Freiberg and Mr. Dunn’s appointments to the Board and the first anniversary of the 2014 annual meeting of the Company’s stockholders.

There are no arrangements or understandings between Mr. Freiberg or Mr. Dunn and any other person pursuant to which Mr. Freiberg or Mr. Dunn were selected as directors, and there are no related party transactions involving Mr. Freiberg or Mr. Dunn that are reportable under Item 404(a) of Regulation S-K. Mr. Quattlebaum is a party to an Amended and Restated Shareholders Agreement, dated March 27, 2012 (the “Shareholders Agreement”), by and among certain shareholders and the Company. Pursuant to the Shareholders Agreement, among other things, certain shareholders were provided with demand registration rights, which were exercised in 2013. In September 2013 and December 2013, the Company facilitated the closing of public secondary offerings on behalf of such shareholders. Pursuant to incidental registration rights provided to Mr. Quattlebaum by the Shareholders’ Agreement, Mr. Quattlebaum also participated in the December 2013 offering. The expenses of the September 2013 and December 2013 offerings totaled approximately $749,000 and were paid by the Company.

(e) On July 2, 2014, the Company and Mr. Quattlebaum entered into a Sixth Amendment to Employment Agreement (the “Amendment”), which amends Mr. Quattlebaum’s Employment Agreement dated March 21, 2007 (the “Agreement”). The Amendment provides that the Board will appoint Mr. Quattlebaum to serve as a member of the Board and will nominate Mr. Quattlebaum for election as a director at each annual meeting of the Company’s stockholders at which directors are elected during the term of the Agreement, which expires on March 21, 2017. In addition, pursuant to the Amendment, Mr. Quattlebaum will serve as Vice Chairman of the Company and will continue to serve as President and Chief Operating Officer of the Company until a successor or successors have been named to such positions. As of the date of this report, no new compensatory arrangements have been entered into with Mr. Quattlebaum in connection with his appointment as a director and Vice Chairman. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On July 2, 2014, the Company issued a press release announcing the appointments of Messrs. Freiberg, Dunn, and Quattlebaum to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Sixth Amendment to Employment Agreement between Regional Management Corp. and C. Glynn Quattlebaum, dated July 2, 2014.
99.1	Press Release dated July 2, 2014, announcing the appointment of Messrs. Freiberg, Dunn, and Quattlebaum to the Board.

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.

	Regional Management Corp.
Date: July 2, 2014	By:	/s/ Donald E. Thomas
		Donald E. Thomas
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Sixth Amendment to Employment Agreement between Regional Management Corp. and C. Glynn Quattlebaum, dated July 2, 2014.
99.1	Press Release dated July 2, 2014, announcing the appointment of Messrs. Freiberg, Dunn, and Quattlebaum to the Board.

EX-10.1

SIXTH AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN

REGIONAL MANAGEMENT CORP. AND C. GLYNN QUATTLEBAUM

This Sixth Amendment to Employment Agreement (the “Amendment”) is made and entered into this 2nd day of July, 2014, by and between C. Glynn Quattlebaum (the “Employee”) and Regional Management Corp., a Delaware corporation (the “Corporation”).

W I T N E S S E T H

WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated March 21, 2007, as amended to date (the “Agreement”); and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”) and the Board have determined that it would be in the best interests of the Corporation to appoint the Employee as a member of the Board (a “Director”) serving in the capacity of Vice Chairman of the Board, which shall also be an officer position of the Corporation, and, in connection therewith, for the Employee to hold the positions of Vice Chairman and Director; and

WHEREAS, the Employee and the Corporation desire to amend the Agreement effective as of the date set forth above.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Section 2.2 and Related Amendments.

(i)            Section 2.2 (“Duties During Employment Period”) shall hereby be amended by deleting the current text thereof and replacing it in its entirety with the following:

“(a)    Appointment and Nomination as a Member of the Board of Directors. The Board of the Corporation agrees that it will appoint Employee to the Board to serve as a member of the Board (a “Director”) and that it will nominate Employee for election as a Director at each annual meeting of stockholders at which directors are elected during the term of the Agreement, which term expires on March 21, 2017, commencing with the 2015 annual meeting of stockholders; provided, however, that the Board shall not be obligated to appoint or nominate the Employee to the Board if the Board determines in good faith that it would be inconsistent with or in violation of its fiduciary duties to do so, and, provided further, that it shall not be a breach of this Agreement if the stockholders of the Corporation fail to elect Employee as a Director or if Employee ceases to serve as a Director due to resignation, retirement, death, disability or the decision not to stand for election or re-election. In such capacity, Employee will perform such duties and exercise such powers that are consistent with the position of Director as set forth in Delaware law and the Bylaws, Corporate Governance Guidelines, and other governing documents of the Corporation.

(b)    Senior Officer Position with Title of “Vice Chairman of the Corporation.” In addition to, and separate from, the duties and position contemplated in Section 2.2(a) above, during the term of the Agreement, (i) Employee will be a full-time employee and officer of the Corporation with the title of “Vice Chairman of the Corporation,” and (ii) Employee will report

directly to the Chief Executive Officer of the Corporation. In such capacity, Employee will perform such duties and exercise such powers that are consistent with the full-time officer position of Vice Chairman of the Corporation as are assigned to Employee by the Board or the Chief Executive Officer or as may apply under applicable law.

(c) President and Chief Operating Officer Transition. In addition, separate from the duties and position contemplated in Section 2.2(a) above, and as part of the duties and position contemplated in Section 2.2(b) above, Employee also agrees to continue to serve as President and Chief Operating Officer of the Corporation at the pleasure of the Board until a successor or successors have been named to such positions.

(d) Performance. Employee agrees that to the best of his ability and experience he shall at all times conscientiously perform all of his duties and obligations under the terms of this Agreement.”

(ii)        References in the Agreement to the terms “President” and “Chief Operating Officer,” including but not limited to the references to such terms in Section 1.1(y) (“Involuntary Termination”), shall hereby be deemed instead to be references to “Vice Chairman of the Corporation.”

2. No Further Amendments. Except to the extent amended by this Amendment, the Agreement remains in full force and effect and unamended hereby. This Amendment shall constitute part of the Agreement.

3. Counterparts. This Amendment may be executed in multiple counterparts, each of which may bear the signature of one or more parties hereto but which together shall constitute but a single instrument. A copy of the Amendment bearing a facsimile, photostatic, PDF or other copy of the signatures of a party hereto shall be as valid for all purposes as a copy of this Amendment bearing that party’s original signature.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

EMPLOYEE:
	/s/ C. Glynn Quattlebaum
	C. GLYNN QUATTLEBAUM

CORPORATION:
REGIONAL MANAGEMENT CORP.
By:	/s/ Donald E. Thomas
Title:	EVP and Chief Financial Officer

2

EX-99.1

Regional Management Corp. Announces Appointments of Steven J. Freiberg,

Michael R. Dunn and C. Glynn Quattlebaum to Board of Directors

Greenville, South Carolina—July 2, 2014—Regional Management Corp. (NYSE: RM), a diversified specialty consumer finance company, today announced the appointments of Steven J. Freiberg, Michael R. Dunn and C. Glynn Quattlebaum to Regional Management’s Board of Directors, effective immediately. Today’s appointments increase Regional Management’s Board size from five directors to eight.

In addition, Mr. Quattlebaum has been named Vice Chairman of the Board. Mr. Quattlebaum, who is currently Regional Management’s President and Chief Operating Officer, co-founded Regional Management in 1987 and is a 40-year veteran of the specialty finance industry.

“Glynn has been instrumental to the growth of Regional Management over the years, and his elevation to Vice Chairman of the Board is more than well deserved,” said Thomas F. Fortin, Chief Executive Officer of Regional Management Corp. “In his new and expanded position, Glynn will play a major strategic role in influencing Regional Management’s long-term future. We expect Glynn will be a key partner in our growth story for many years to come.”

As part of its succession planning, Regional Management has commenced a national search for a new Chief Operating Officer and has engaged ECS Partners International of Miami, Florida to lead the search process. Mr. Quattlebaum will remain in his current roles of President and Chief Operating Officer, but will vacate those roles upon the announcement of his successor. Following that announcement and the transition of his duties to his successor, Mr. Quattlebaum will remain actively engaged on a full-time basis with Regional Management in his new role as Vice Chairman.

“I have been extremely proud of what we’ve accomplished at Regional Management over the past 27 years and look forward to joining with our Board and Tom to chart the next decade of Regional’s growth and performance,” said Mr. Quattlebaum. “These are incredibly exciting times for our company, and I welcome the opportunity to coach and mentor the next generation of operational leaders at every level of the company.”

Mr. Freiberg has been a Senior Advisor to The Boston Consulting Group since December 2012. Previously, Mr. Freiberg served as Director and Chief Executive Officer of E*TRADE Financial Corporation from April 2010 until August 2012. Prior to joining E*TRADE, Mr. Freiberg spent 30 years at Citigroup and its predecessor companies and affiliates. Among his notable roles at Citigroup, Mr. Freiberg served as Co-Chairman/Chief Executive Officer of Citigroup’s Global Consumer Group, Chairman and Chief Executive Officer of Citi Cards—Citigroup’s leading

global credit card business—and Chairman and Chief Executive Officer of Citigroup’s North American Investment Products Division. Additionally, he was a member of Citigroup’s Executive, Management, and Operating Committees, and he served on the board of directors of several of Citigroup’s affiliates, including Citibank N.A., Citicorp Credit Services Inc., Citicorp Investment Services, Citicorp Insurance Group, Citibank Trust N.A., Citibank FSB and the Citigroup Foundation. Mr. Freiberg has served on the board of directors of MasterCard Incorporated since September 2006 and currently chairs its audit committee. He also served on the former U.S. region board of MasterCard from January 2001 until May 2006 and served as Chairman of the Company’s U.S. region board from 2004 until May 2006.

Mr. Dunn was a partner at the private equity firm of Brysam Global Partners, a specialized firm focusing on investment in international banking and consumer lending companies, from 2007 through 2013. Mr. Dunn served as a board or alternate board member for all of Brysam’s portfolio companies. Prior to that, Mr. Dunn was with Citigroup for over 30 years, where he was the Chief Financial Officer of the Global Consumer Group from 1996 through 2007, adding the title of Chief Operating Officer of the Group in 2005. He was also a member of the Citigroup Management and Operating Committees. Mr. Dunn previously served on the boards of Banamex, a wholly-owned Mexican bank subsidiary of Citigroup, and on the U.S.-based Student Loan Corporation, of which Citigroup owned a majority interest. He holds a Bachelor of Science degree from New York University and attended the University of Michigan Executive Program. He is a Certified Public Accountant in New York State.

Mr. Freiberg and Mr. Dunn will each serve on Regional Management’s Audit Committee and Compensation Committee. Regional Management’s Board has determined that Mr. Freiberg and Mr. Dunn are independent in accordance with the criteria established by the New York Stock Exchange for independent board members and are “audit committee financial experts,” as defined by Securities and Exchange Commission rules. Mr. Freiberg and Mr. Dunn bring to the Board their extensive financial background and significant experience with public and private financial services companies.

“Steve and Mike’s additions to the Board provide Regional with significant added financial expertise and help us establish a powerhouse Board that will help drive Regional’s corporate strategy in the future,” added Mr. Fortin. “Both Steve and Mike have over 30 years of financial services and public company experience that our Board will be able to tap into on a regular basis. Combined with Glynn’s appointment, we have taken significant strides today to strengthen our Board.”

Alvaro G. de Molina appointed Chairman of the Board of Directors

Following Regional Management’s annual meeting in April, Alvaro G. de Molina was appointed Chairman of the Board of Directors. Mr. de Molina has been a director of Regional since March 2012. Until 2009, Mr. de Molina was the Chief Executive Officer of GMAC LLC, which he originally joined as Chief Operating Officer in 2007. Since departing GMAC LLC, Mr. de Molina has been a private investor. He also joined Cerberus Capital Management where he worked with the operations group for a period during 2007, following a 17-year career at Bank of America, where he most recently served as its Chief Financial Officer from 2005 until 2007. During his tenure at Bank of America, Mr. de Molina also served as Chief Executive Officer of Banc of America Securities, President of Global Capital Markets and Investment Banking, head of Market Risk Management, and Corporate Treasurer. Previously, he also served in key roles at JPMorgan Chase Bank, N.A., Becton, Dickinson and Company, and PriceWaterhouse LLP (now PricewaterhouseCoopers LLP). Mr. de Molina is a member of the Board of Visitors of Duke University’s Fuqua School of Business. He holds a B.S. degree in Accounting from Fairleigh Dickinson University and an M.B.A. degree from Rutgers Business School and is a graduate of the Duke University Advanced Management Program.

Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, which represent Regional Management Corp.’s expectations or beliefs concerning future events. Such forward-looking statements are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following: the continuation or worsening of adverse conditions in the global and domestic credit markets and uncertainties regarding, or the impact of, governmental responses to those conditions; changes in interest rates; risks related to acquisitions and new branches; risks inherent in making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; recently-enacted or proposed legislation; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and charge-offs); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management). Such factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not and is not responsible for updating the information contained in this press release beyond the publication date, or for changes made to this document by wire services or Internet services.

About Regional Management Corp.

Regional Management Corp. (NYSE: RM) is a diversified specialty consumer finance company providing a broad array of loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies and other traditional lenders. Regional Management began operations in 1987 with four branches in South Carolina and has since

expanded its branch network across South Carolina, Texas, North Carolina, Tennessee, Alabama, Oklahoma, New Mexico and Georgia. Each of its loan products is structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments and is repayable at any time without penalty. Regional Management’s loans are sourced through its multiple channel platform, including in its branches, through direct mail campaigns, independent and franchise automobile dealerships, online credit application networks, furniture and appliance retailers and its consumer website. For more information, please visit http://www.RegionalManagement.com.

Contacts:

Investor Relations

Garrett Edson, (203) 682-8331