8-K

Regional Management Corp.

Date: April 30, 2019

/s/ Donald E. Thomas

Donald E. Thomas

Executive Vice President and

Chief Financial Officer

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): April 25, 2019

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.)

979 Batesville Road, Suite B

Greer, South Carolina 29651

(Address of principal executive offices) (zip code)

(864) 448-7000

(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))

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.

Regional Management Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on April 25, 2019. At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2019 (the “Proxy Statement”). The results of the voting are presented below.

Election of Directors

The Company’s stockholders elected the eight nominees named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified, based on the following final voting results:


Nominee	Votes For		Votes Withheld	Broker Non- Votes
Jonathan D. Brown		9,957,800	116,811	799,349
Roel C. Campos		9,499,485	575,126	799,349
Maria Contreras-Sweet		9,916,523	158,088	799,349
Michael R. Dunn		9,923,162	151,449	799,349
Steven J. Freiberg		9,915,426	159,185	799,349
Peter R. Knitzer		9,957,800	116,811	799,349
Alvaro G. de Molina		9,574,457	500,154	799,349
Carlos Palomares		9,682,124	392,487	799,349

Ratification of Independent Auditor

The Company’s stockholders approved the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, based on the following final voting results:


For	Against	Abstain
10,794,056	78,704	1,200

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following final voting results.


For	Against	Abstain	Broker Non-Votes
9,422,034	367,923	284,654	799,349

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.