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): April 19, 2022

PROG HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

Georgia	1-39628	85-2484385
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

256 W. Data Drive	Draper,	Utah	84020-2315
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (385) 351-1369

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 (see General Instruction A.2. below):

    ☐    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	Name of each exchange on which registered
Common Stock, $0.50 Par Value	PRG	New York Stock Exchange

    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 April 19, 2022, PROG Holdings, Inc. (the “Company”) announced that Marvin A. Fentress will retire as General Counsel and Corporate Secretary of the Company, effective as of May 31, 2022. Mr. Fentress' retirement will be treated as a termination without cause pursuant to his severance and change-in-control agreement.

In connection with Mr. Fentress' retirement, the Company's Board of Directors appointed Vin Thomas as General Counsel and Corporate Secretary, effective as of June 1, 2022. Mr. Thomas has served as Chief Legal Officer and Corporate Secretary of CURO Group Holdings Corp. ("CURO") since 2014. Prior to joining CURO, Mr. Thomas served as General Counsel and Assistant Secretary of TMX Finance LLC ("TMX Finance") from 2009 to 2014. Prior to joining TMX Finance, Mr. Thomas was in the private practice of law.

ITEM 7.01.     REGULATION FD DISCLOSURE

On April 19, 2022, the Company issued a press release announcing the above described management changes, which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits:

Exhibit No.	Description
99.1	Press release, dated April 19, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in 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.

			PROG Holdings, Inc.
		By:	/s/ Brian Garner
Date:	April 19, 2022		Brian Garner Chief Financial Officer

EX-99.1

Exhibit 99.1

PROG Holdings, Inc. Announces Appointment of Vin Thomas as General Counsel and Corporate Secretary

SALT LAKE CITY, April 19, 2022 – PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Vive Financial, and Four Technologies, today announced that Vin Thomas has been appointed by the Board of Directors to serve as the Company’s General Counsel and Corporate Secretary. Mr. Thomas will be replacing Marvin Fentress, who will be retiring as General Counsel and Corporate Secretary effective as of May 31, 2022.

“Vin is a seasoned lawyer with extensive general counsel experience in our industry,” said PROG Holdings President and CEO Steve Michaels. “With his proven track record of managing and advising on legal and regulatory compliance risks, litigation and complex corporate and capital markets transactions, Vin will play a key role in advancing the Company’s strategic initiatives. We are excited to have him join the PROG Holdings team.”

Mr. Thomas has most recently served as Chief Legal Officer and Corporate Secretary of CURO Group Holdings Corp., an NYSE-listed, technology-enabled, omni-channel consumer finance company serving non-prime and prime consumers in the United States and Canada. Prior to joining CURO, Mr. Thomas served as General Counsel and Assistant Secretary at TMX Finance LLC from 2009 to 2014. Prior to joining TMX Finance, Mr. Thomas was in the private practice of law.

“On behalf of the entire organization, we want to thank Marvin for his 10 years of dedicated service to the Company,” continued Mr. Michaels. “Marvin will be greatly missed, and we wish him all the best in his retirement.”

About PROG Holdings, Inc.

PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions, Vive Financial, an omnichannel provider of second-look revolving credit products, and Four Technologies, provider of Buy Now, Pay Later payment options through its platform, Four. More information on PROG Holdings' companies can be found at https://www.progholdings.com.

Investor Contact

John A. Baugh, CFA

Vice President, Investor Relations

john.baugh@progleasing.com

Media Contact

Mark Delcorps

Director, Corporate Communications

media@progleasing.com

XML

Cover Page	Apr. 19, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 19, 2022
Entity Registrant Name	PROG HOLDINGS, INC.
Entity Central Index Key	0001808834
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	1-39628
Entity Tax Identification Number	85-2484385
Entity Address, Address Line One	256 W. Data Drive
Entity Address, City or Town	Draper,
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84020-2315
City Area Code	385
Local Phone Number	351-1369
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 Par Value
Trading Symbol	PRG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false