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): May 22, 2014

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas	1-9733	75-2018239
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1600 West 7th Street

Fort Worth, Texas 76102

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 335-1100

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.

Cash America International, Inc. 2014 Long-Term Incentive Plan

On May 22, 2014, Cash America International, Inc. (the “Company”) held its annual meeting of shareholders (the “2014 Annual Meeting of Shareholders”), at which the shareholders of the Company approved the Cash America International, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”). On January 22, 2014, the Board of Directors, on the recommendation of the Management Development and Compensation Committee (the “Compensation Committee”), unanimously adopted, subject to shareholder approval, the 2014 LTIP. The 2014 LTIP became effective upon approval by the Company’s shareholders and will terminate on May 21, 2024, unless terminated earlier by the Board of Directors. The Company’s previous long-term incentive plan, the Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended, terminated on April 21, 2014 in accordance with the provisions of that plan.

The 2014 LTIP will be administered by the Compensation Committee. The 2014 LTIP provides that the Compensation Committee may grant awards in the form of stock options, stock appreciation rights (“SARS”), performance units, restricted stock, restricted stock units (“RSUs”) and other share-based or share-related awards that are consistent with the 2014 LTIP. The Compensation Committee will select grantees from among the employees, officers, directors and consultants of the Company and its subsidiaries. In addition, certain restricted stock, RSU and performance unit awards granted under the LTIP may be designated by the Compensation Committee as “performance-based” compensation (“Qualified Performance-Based Awards”) under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The 2014 LTIP also provides that each director who is not an officer of the Company under Rule 16a-1 (“Rule 16a-1”) of the Securities Exchange Act of 1934, as amended, will automatically be granted RSUs, on the date of the Company’s annual meeting of shareholders, with a dollar value to be determined by the Board of Directors not to exceed $200,000 per year. Under the 2014 LTIP, each director who is not an employee of the Company may elect, on an annual basis, to have the payment of all or part of their annual retainer, meeting fees and committee meeting fees deferred in the form of the Company’s common stock, par value $0.10 per share (“Common Stock”), into a Rabbi trust. The 2014 LTIP does not permit share recycling and does not permit the repricing or discounted granting of stock options or SARS. The 2014 LTIP also contains a clawback provision that allows the Company to clawback awards in certain circumstances in the event that there is a material restatement of the Company’s financial results.

A maximum of 3,400,000 shares of Common Stock may be issued under the 2014 LTIP, subject to adjustment in the event of a change of the Company’s capitalization (as described in the 2014 LTIP). In addition, the 2014 LTIP has the following limits (that are also subject to adjustment in the event of a change in the Company’s capitalization): the aggregate number of shares of Common Stock available for granting options that are considered “incentive stock options” under Code Section 422 may not exceed 450,000; a maximum of 200,000 shares of Common Stock may be subject to Qualified Performance-Based Awards granted to any eligible person in any calendar year; a maximum of 200,000 shares of Common Stock may be subject to options or SARs granted to any eligible person in any calendar year; and the amount of compensation that may be earned by any eligible person under performance units granted in any one calendar year that are intended to be Qualified Performance-Based Awards may not exceed $6,000,000.

The foregoing description of the 2014 LTIP is qualified in its entirety by reference to the full text of the 2014 LTIP, which was filed as Appendix A to the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2014 (the “2014 Proxy Statement”).

Grant of Restricted Stock Units to Directors

Following the 2014 Annual Meeting of Shareholders and in accordance with the 2014 LTIP, on May 22, 2014 each director of the Company who is not an officer of the Company under Rule 16a-1 (which includes all of the directors elected at the 2014 Annual Meeting of Shareholders as described below except Mr. Feehan) was automatically granted 1,758 RSUs with a grant value of approximately $80,000. These RSUs were valued at $45.53 per share, which was determined in accordance with the provisions of the 2014 LTIP and was the closing price of the Company’s Common Stock on the day preceding the grant date. As long as the director serves continuously on the Company’s Board of Directors through the applicable vesting date, the RSUs vest in substantially equal 1/12th increments on the last day of each month from May 2014 through April 2015, with the final vesting date occurring on the earlier of (a) April 30, 2015 or (b) the day immediately preceding the date of the Company’s 2015 annual meeting of shareholders. If the Company has a change-in-control prior to the termination of the director’s service on the Company’s Board of Directors, all unvested RSUs granted in 2014 will automatically vest. In addition, the award agreement for the RSUs provides for certain adjustments of the award upon the occurrence of certain events that affect the number of issued and outstanding shares of the Company, upon a spin-off and upon the occurrence of certain other events as provided in the 2014 LTIP. Each vested RSU entitles the director to receive one share of the Company’s Common Stock on June 22, 2015 unless the director has elected to defer receipt of the shares of Common Stock. The foregoing description of the director RSU award is qualified in its entirety by the complete terms and conditions of the RSU award agreement, which is incorporated herein by reference in Exhibit 10.1.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following four proposals were submitted to a vote of the shareholders of the Company at the 2014 Annual Meeting of Shareholders, and the final voting results for each proposal are set forth below. For additional information on these proposals, please see the 2014 Proxy Statement.

Proposal 1 – Election of Directors

The seven directors listed below were elected to serve as directors of the Company until its 2015 Annual Meeting of Shareholders, until their successors are elected and qualify or until their earlier death, resignation or removal. The voting results were as follows:

Director Nominees	For		Withheld		Broker Non-Votes
Jack R. Daugherty		23,843,161		1,041,523		1,726,965
Daniel E. Berce		24,643,727		240,957		1,726,965
Daniel R. Feehan		23,329,466		1,555,218		1,726,965
James H. Graves		23,897,680		987,004		1,726,965
B. D. Hunter		23,858,889		1,025,795		1,726,965
Timothy J. McKibben		23,484,158		1,400,526		1,726,965
Alfred M. Micallef		23,894,014		990,670		1,726,965

Proposal 2 – Ratification of the Appointment of PricewaterhouseCoopers LLP

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014. The voting results were as follows:

	For		Against		Abstentions		Broker Non-Votes
Ratification of the Appointment of PricewaterhouseCoopers LLP		25,730,854		844,427		36,368		—

Proposal 3 – Vote to Approve the Cash America International, Inc. 2014 Long-Term Incentive Plan

The shareholders approved the 2014 LTIP. The voting results were as follows:

	For		Against		Abstentions		Broker Non-Votes
Vote to Approve the 2014 LTIP		20,514,457		4,319,951		50,276		1,726,965

Proposal 4 – Advisory Vote to Approve Executive Compensation

The shareholders approved, on an advisory basis, the compensation for the Company’s named executive officers and adopted the resolution related thereto set forth in the 2014 Proxy Statement. The voting results were as follows:

	For		Against		Abstentions		Broker Non-Votes
Advisory Vote on Executive Compensation		24,458,930		340,901		84,853		1,726,965

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form		File No.		Exhibit		Filing Date		Filed Herewith
10.1	Form of 2014 Restricted Stock Unit Award Agreement for Directors under the Cash America International, Inc. 2014 Long-Term Incentive Plan										X
10.2	Cash America International, Inc. 2014 Long-Term Incentive Plan		DEF 14A		001-09733		Appendix A		04/11/14

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.

	CASH AMERICA INTERNATIONAL, INC.
Date: May 29, 2014	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form		File No.		Exhibit		Filing Date		Filed Herewith
10.1	Form of 2014 Restricted Stock Unit Award Agreement for Directors under the Cash America International, Inc. 2014 Long-Term Incentive Plan										X
10.2	Cash America International, Inc. 2014 Long-Term Incentive Plan		DEF 14A		001-09733		Appendix A		04/11/14

EX-10.1

Exhibit 10.1

CASH AMERICA INTERNATIONAL, INC.

2014 RESTRICTED STOCK UNIT AWARD AGREEMENT

This 2014 Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of the 22nd day of May, 2014, by and between CASH AMERICA INTERNATIONAL, INC. (the “Company”) and                          (“Director”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Cash America International, Inc. 2014 Long-Term Incentive Plan (the “Plan”), which is administered by the Management Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”); and

WHEREAS, any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein.

WHEREAS, pursuant to Section 11(a) of the Plan, Director is automatically granted an Award of Restricted Stock Units on the date of the Company’s Shareholders Meeting, which was held on May 22, 2014, in an amount authorized by the Board (the “Award”); and

WHEREAS, the Award provides for deferred compensation under Code Section 409A; and

WHEREAS, to comply with the terms of the Plan and Code Section 409A, and to further the interests of the Company and Director, the parties hereto desire to set forth the terms of the Award in the Agreement, which have been approved by the Committee; and

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

1. Stock Award.

(a) General. Subject to the restrictions and other conditions set forth herein, the Company hereby grants to Director an award of 1,758 Restricted Stock Units (“RSUs”). The RSUs represent the unfunded and unsecured promise of the Company to issue to Director an equivalent number of shares of the common stock of the Company or its successors (“Shares”) at a future date, subject to the terms of this Agreement.

(b) Grant Date. The RSUs are awarded to Director on May 22, 2014 (the “Grant Date”).

2. Vesting.

The RSUs shall vest in substantially equal one-twelfth increments on each of the following dates as long as Director serves continuously on the Board through the applicable vesting date: May 31, 2014 (the “First Vesting Date”), June 30, 2014, July 31, 2014, August 31, 2014, September 30, 2014, October 31, 2014, November 30, 2014, December 31, 2014, January 31, 2015, February 28, 2015, March 31, 2015 and the earlier of (a) April 30, 2015 or (b) the day immediately preceding the date of the 2015 Shareholders Meeting. Shares payable with respect to the portion of the RSUs that vest on the First Vesting Date shall be compensation for services performed from the Grant Date through the First Vesting Date. Shares payable with respect to the portion of the RSUs that vest on each other vesting date shall be compensation for services performed during the period beginning on the first day of the calendar month that includes the applicable vesting date and ending on the applicable vesting date.

3. Forfeiture Upon Termination of Service on the Board of Directors.

Upon Director’s termination of service on the Board for any reason, any RSUs that are not then vested under Section 2 of this Agreement shall be immediately forfeited, and Director shall have no rights in such forfeited RSUs.

4. Delivery of Shares.

(a) General. Except as provided in subsection (b) below, the Company shall deliver or instruct its transfer agent to issue Shares, either in book entry or stock certificate form, which shall evidence the conversion of vested RSUs into whole vested Shares, in the name of Director on June 22, 2015. Notwithstanding the foregoing, in the event of Director’s death before the Shares relating to such vested RSUs have been issued, such Shares will be issued in the name of Director’s designated beneficiary or, if no beneficiary has been designated, in the name of Director’s estate (“Beneficiary”) within 90 days after the date of Director’s death. The Company shall not be required to deliver any fractional Shares under the Award, and any fractional Share shall be rounded up to the next whole Share.

(b) Deferred Delivery. Director may elect to defer the timing of the payment of Shares payable with respect to vested RSUs until June 22, 2020. To be effective, such election must be made no later than June 20, 2014. Notwithstanding the foregoing, in the event of Director’s death, the Shares relating to any and all vested RSUs that have been deferred in accordance with this Section 4(b) will be issued within 90 days after Director’s death in the name of Director’s Beneficiary.

5. Change in Control

(a) Vesting and Payment. In the event of a Change in Control (as defined below) while Director is still a director of the Company, the Award shall automatically accelerate and become 100% vested, and the Shares payable with respect to vested RSUs shall be delivered to Director within 90 days following the date of the Change in Control. A “Change in Control” shall mean an event that is a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined in Code §409A, except that 35% shall be substituted for 30% in applying Treasury Regulations Section 1.409A-3(i)(5)(vi) and 50% shall be substituted for 40% in applying Treasury Regulations Section 1.409A-3(i)(5)(vii).

(b) Substitution. Notwithstanding anything set forth herein to the contrary, upon a Change in Control the Committee, in its sole discretion, may, in lieu of issuing Shares, provide Director with an equivalent amount payable in the form of cash.

6. Agreement of Director.

Director acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares to be issued pursuant to the Award. Specifically, Director acknowledges that, to the extent Director is an “affiliate” of the Company (as that term is defined in Rule 144 under the Securities Act of 1933 (“Rule 144”)), the Shares to be issued as a result of the Award are subject to certain restrictions under applicable securities laws (including particularly Rule 144). Director hereby agrees to comply with such state and federal securities laws with respect to any applicable restrictions on the resale of such Shares and to execute such documents and take such actions as the Company may reasonably require in connection therewith. Notwithstanding anything herein to the contrary and only to the extent permitted under Code Section 409A, a payment may be delayed to the extent the Company reasonably anticipates that making the payment will violate federal securities laws or other applicable laws.

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7. Withholding.

Upon the issuance of Shares to Director pursuant to this Agreement, Director shall pay an amount equal to the amount of all applicable federal, state and local employment taxes which the Company is required to withhold at any time. Such payment may be made in cash, by withholding from any amounts payable to Director, or by delivery of Shares (including Shares issuable under this Agreement) in accordance with Section 14(a) of the Plan and the terms of Code Section 409A.

8. Adjustment of Awards.

(a) If there is an increase or decrease in the number of issued and outstanding Shares through the payment of a stock dividend or through any recapitalization resulting in a stock split, combination or exchange of Shares, then the number of outstanding RSUs shall be adjusted so that the proportion of such Award to the Company’s total issued and outstanding Shares remains the same as existed immediately prior to such event.

(b) If there is spin-off or other similar distribution to the Company’s shareholders of stock, the number and type of shares subject to the Award shall be adjusted by the Committee (which adjustment may include Shares, stock of such Affiliate, cash or a combination thereof) so that the value of the outstanding Award immediately prior to such event is preserved, as determined by the Committee in its sole discretion. If stock of an Affiliate or former Affiliate becomes subject to the Award as a result of any such adjustment, the terms of the Agreement shall apply to such stock in the same manner as if it were Shares.

(c) Except as provided in subsections (a) and (b), above, no adjustment in the number of Shares subject to any outstanding portion of the RSUs shall be made upon the issuance by the Company of Shares of any class of its capital stock or securities convertible into Shares of any class of capital stock, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of any other obligation of the Company that may be convertible into such Shares or other securities.

(d) Upon the occurrence of events affecting Shares other than those specified in subsections (a), (b) and (c), above, the Committee may make such other adjustments to awards as are permitted under Section 5(c) of the Plan.

9. Plan Provisions.

In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control.

10. Miscellaneous.

(a) Limitation of Rights. The granting of the Award and the execution of the Agreement shall not give Director any rights to (1) similar grants in future years, or (2) any right to be retained as a member of the Board or in any other capacity by the Company or any of its affiliates or subsidiaries.

(b) Claims Procedure. Any dispute or claim for benefits by any person under this Agreement shall be determined by the Committee.

(c) Shareholder Rights. Neither Director nor Director’s Beneficiary shall have any rights of a shareholder with respect to any Shares until such Shares have been issued and delivered to Director or Director’s Beneficiary pursuant to Section 4 of this Agreement.

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(d) Severability. If any term, provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(e) Controlling Law. The Agreement is being made in Texas and shall be construed and enforced in accordance with the laws of that state.

(f) Construction. The Agreement and the Plan contain the entire understanding between the parties and supersede any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(g) Amendments to Comply With Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, if any provision of this Agreement would cause compensation to be includible in Director’s income pursuant to Section 409A(a)(1) of the Code, then, to the extent permitted by Section 409A, the Company may amend the Agreement in such a way as to cause substantially similar economic results without causing such inclusion; any such amendment shall be made by providing notice of such amendment to Director, and shall be binding on Director.

(h) Headings. Section and other headings contained in the Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof.

(i) Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Director’s heirs, legal representatives, successors and assigns.

(j) Execution/Acceptance. This Agreement may be executed and/or accepted electronically and/or in duplicate counterparts, the production of either of which (including a signature or proof of electronic acceptance) shall be sufficient for all purposes for the proof of the binding terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first set forth above.

CASH AMERICA INTERNATIONAL, INC.
By:
	Daniel R. Feehan
	Chief Executive Officer and President
DIRECTOR *

* Electronic acceptance of this Award by Director shall bind Director by the terms of this Agreement pursuant to Section 10(j) of this Agreement.

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