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): November 20, 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)

(864) 422-8011

(Registrant’s telephone number, including area code)

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.

On November 20, 2014, Regional Management Corp. (the “Company”) announced that the Board of Directors (the “Board”) had appointed Michael R. Dunn, the Company’s interim Chief Executive Officer, to serve as the permanent Chief Executive Officer of the Company. Mr. Dunn had been appointed by the Board to the role of interim Chief Executive Officer, succeeding Thomas F. Fortin, effective as of October 30, 2014. He remains a director of the Company.

Mr. Dunn, age 62, has been a director of the Company since July 2014 and 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.

The Board has authorized the Compensation Committee of the Board to negotiate and approve the terms and conditions of Mr. Dunn’s employment and to enter into a related employment agreement. However, no determination regarding compensation arrangements relating to Mr. Dunn’s appointment has been made as of the date of filing of this Current Report on Form 8-K. There are no arrangements or understandings between Mr. Dunn and any other person pursuant to which Mr. Dunn was selected as Chief Executive Officer; there are no family relationships between Mr. Dunn and any of the Company’s directors or executive officers; and there are no related party transactions involving Mr. Dunn that are reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Regional Management Corp. on November 20, 2014.

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: November 20, 2014	By:	/s/ Donald E. Thomas
		Donald E. Thomas
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Regional Management Corp. on November 20, 2014.

EX-99.1

Exhibit 99.1

Regional Management Corp. Appoints Michael R. Dunn as

Permanent Chief Executive Officer

Greenville, South Carolina – November 20, 2014 – Regional Management Corp. (NYSE: RM), a diversified specialty consumer finance company, today announced that the Board of Directors has appointed Michael R. Dunn as the Company’s permanent Chief Executive Officer, effective immediately.

“It was apparent almost immediately after Mike assumed the CEO role that he is the right person to lead Regional Management through this current transition and into a new stage of development and expansion,” said Alvaro G. de Molina, Chairman of the Board of Directors. “Mike’s skill set and vast experience in consumer finance are what Regional requires for the Company to succeed in the long-term, and we are excited that he has accepted the role on a permanent basis. Further, Mike’s appointment allows the Regional team to wrap up the search process quickly and to focus its energies on further improving operations.”

“Regional represents an incredibly compelling opportunity for a CEO to take the reins, positively impact the future of this business and ultimately drive significant value for shareholders,” added Mr. Dunn. “In my first few weeks, I was able to assess where we currently stand with respect to our lending platform and our people, and it’s clear that we have the right tools and talent in place—from our first-class management team and Board to our diverse product portfolio. Notably, we believe we are well on our way to reducing our credit volatility and resolving our delinquency issues. In addition, the upcoming implementation of our new loan management system platform and an increased emphasis on our large loan offerings should position the Company for expansion in the long-term. I look forward to working collaboratively with all of our employees to take Regional to the next level.”

Mr. Dunn was appointed a director of Regional Management in July 2014. From 2007 through 2013, Mr. Dunn was a partner at the private equity firm of Brysam Global Partners, a specialized firm focused on investing in international banking and consumer lending companies. 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. Citigroup’s Global Consumer Finance group included consumer finance businesses around the world. He was also a member of the Citigroup Operating and Management Committees. He holds a Bachelor of Science degree from New York University, attended the University of Michigan Executive Program and is a Certified Public Accountant in New York State.

Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Regional Management Corp.’s expectations or beliefs concerning future events. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions may be used to identify these forward-looking statements. 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); and the departure, transition or replacement of key personnel. 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, retailers and its consumer website. For more information, please visit http://www.RegionalManagement.com.

Contacts:

Investor Relations

Garrett Edson, (203) 682-8331