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): January 28, 2015

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

Executive Vice President and Chief Operating Officer Named

On January 28, 2015, the Board of Directors (“Board”) of Cash America International, Inc. (the “Company”) promoted Mr. T. Brent Stuart to the position of Executive Vice President—Chief Operating Officer. Mr. Stuart, age 45, served as the Senior Vice President – Operations for the Company’s U.S. retail services storefront lending business from July 2010 to January 2015 and Regional Vice President from November 2008 to July 2010. Prior to joining the Company, Mr. Stuart held various senior leadership roles in the financial services industry, including the position of Vice President with Fremont Investment and Loan from 2006 to 2008, Senior Vice President with Nationstar Mortgage from 2004 to 2006 and Vice President with Novastar Finanical, Inc. from 2002 to 2004. He also held various leadership positions with CitiFinancial from 1994 to 2002. Mr. Stuart started his career in financial services with Norwest Finance in May 1992. Mr. Stuart holds a Bachelor of Science in Business Administration degree from Southeast Missouri State University. There is no family relationship between Mr. Stuart and any director, executive officer, or person chosen by the registrant to become a director or executive officer. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Stuart has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Stuart’s appointment as Executive Vice President – Chief Operating Officer, the Company has agreed to increase Mr. Stuart’s salary to $350,000. The Company and Mr. Stuart also entered into an Executive Change-in-Control Severance Agreement (“CIC Agreement”) on February 2, 2014, the terms and conditions of which are consistent with the Company’s CIC Agreements that it has previously entered into with its other executive officers and described in the Company’s 2014 Proxy Statement. In addition, on January 28, 2015, Mr. Stuart also received a grant of restricted stock units (“RSUs”) and is eligible to participate in the Company’s 2015 short term incentive (“STI”) compensation plan for senior officers of the Company for 2015 (the “2015 STI Plan”) consistent with his new title and responsibilities, as further described below. Mr. Stuart was eligible to receive short- and long-term incentive awards in his previous positions with the Company.

2015 Short-Term Incentive Plan

On January 28, 2015, the Management Development and Compensation Committee (the “Committee”) of the Board approved the terms and conditions of the 2015 STI Plan, which is a cash-based incentive plan in which the Company’s executive officers participate that will be administered by the Committee under the Cash America International, Inc. First Amended and Restated Senior Executive Bonus Plan. The 2015 STI Plan provides that payments may be made under the plan in early 2016 based on the Company’s 2015 earnings before taxes (the “EBT”).

In order to qualify payments under the 2015 STI Plan as performance-based compensation under Section 162(m) of the Internal Revenue Code, the Committee will use a two-step approach under the 2015 STI Plan to determine the amount of the award payable to each executive officer:

• The first step is to fund the overall STI pool with the maximum STI award that could be payable to each individual. The pool is funded if the Company meets a threshold 2015 EBT pre-established by the Committee (the “Pool Funding Threshold”). If the Pool Funding Threshold is not met, then no STI awards will be available.

• The second step is accomplished when the Committee exercises “negative discretion” by making adjustments to reduce (but not increase) the amount funded by the pool, and the actual payment to be made to each individual determined as follows:

• Each individual has a target STI award that is based on a percentage of his base salary. For the Company’s Chief Executive Officer and President (“CEO”), Mr. Daniel R. Feehan, the target is 100% of base salary, and the target 2015 STI award as a percentage of base salary for each of the

Company’s other executive officers is 70% (each referred to as the “Target Award”). (Previously, Mr. Feehan announced his intention to retire from the role of CEO in April 2015, and in such event the Committee may make equitable adjustments to any 2015 STI award as the Committee deems appropriate, provided that such adjustments do not result in a payment that exceeds the amount established in in the first step.)

• The Company must exceed a certain earnings threshold of 2015 EBT set forth in the STI Plan (“EBT Threshold”) to be eligible for payment under the STI plan, unless the Committee determines otherwise. Once the Company has achieved the EBT Threshold, 40% of the Target Award is eligible for payment, and this percentage will increase ratably until the Company achieves a certain EBT target set forth in the STI plan (the “EBT Target”).

• If the Company achieves the EBT Target, then the executive officer will be eligible to receive a cash payment equal to his Target Award.

• If the Company exceeds the EBT Target, the executive officer will be eligible to receive a cash payment in excess of his Target Award up to a maximum amount that is the lesser of two times the target STI award or $2.5 million.

• The EBT Target is higher than the EBT Threshold, and the EBT Threshold is higher than the Pool Funding Threshold. In all cases, the incentive expense is deducted before assessing actual EBT in relation to the EBT Target or EBT Threshold.

• The Committee may also take into account individual performance and achievement of other financial and non-financial goals to determine whether and to what extent to apply negative discretion.

No executive officer is guaranteed a payment under the 2015 STI Plan, and the Committee has discretion to reduce or eliminate the payment of awards at the end of the year even if the Pool Funding Threshold and the EBT Threshold are met. The 2015 STI Plan also contains a “clawback” provision that allows the Company to recoup all or some of the amount paid to an executive officer under certain circumstances in the event that there is a material restatement of the Company’s financial results.

Long Term Incentive Plan Restricted Stock Unit Awards

On January 28, 2015, the Committee also approved an annual grant of RSUs under the Cash America International, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”) to Messrs. Bessant and Linscott, who were named executive officers in the Company’s 2014 Proxy Statement, and to other officers of the Company, including Mr. Stuart. Messrs. Bessant, Linscott and Stuart received awards of 27,064, 21,172 and 19,840 RSUs, respectively. No award was granted to Mr. Feehan given his stated intention to retire from the role of CEO in April 2015.

The RSUs will vest in four equal installments on each January 31 of 2016, 2017, 2018 and 2019. Each RSU holder is entitled to receive one share of the Company’s common stock for each RSU upon vesting. An executive officer who leaves the Company’s employment for any reason will forfeit any unvested portion of his 2015 RSU award. The RSU agreement contains a dividend equivalent provision that allows the award recipient to receive a cash payment upon vesting of any portion of the recipient’s RSU award that is equivalent to the dividends, if any, that would have been payable to a shareholder during the time between the grant date and the date shares are transferred to the recipient. The RSU agreement also provides that the vesting and payment of RSUs would be accelerated if there is a change-in-control of the Company. In addition, the award agreement for the RSU grant contains a “clawback” provision that allows the Company to recoup all or some of the payments made pursuant to the award under certain circumstances in the event that there is a material restatement of its financial results. Other terms and conditions of the form award agreement are consistent with previously disclosed terms of the 2014 LTIP. The summary of the RSU award is qualified in its entirety by reference to the complete terms and conditions in the form of RSU award agreement that is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
10.1	Form of 2015 Long-Term Incentive Plan Award Agreement for Restricted Stock Units for Executive Officers under the Cash America International, Inc. 2014 Long-Term Incentive Plan

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: February 3, 2015	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of 2015 Long-Term Incentive Plan Award Agreement for Restricted Stock Units for Executive Officers under the Cash America International, Inc. 2014 Long-Term Incentive Plan

EX-10.1

Exhibit 10.1

CASH AMERICA INTERNATIONAL, INC.

2015 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT

This 2015 Long-Term Incentive Plan Award Agreement (the “Agreement”) is entered into as of the 28^th day of January, 2015, by and between CASH AMERICA INTERNATIONAL, INC. (the “Company”) and              (“Employee”).

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 of the Company’s Board of Directors (the “Committee”); 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; and

WHEREAS, pursuant to Section 4 and Section 9 of the Plan, the Committee has granted to Employee an award (the “Award”) of Restricted Stock Units (“RSUs”) to encourage Employee’s continued loyalty and diligence; and

WHEREAS, the RSUs represent the unfunded and unsecured promise of the Company to issue to Employee 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.

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. Award.

(a) General. Subject to the restrictions and other conditions set forth herein, the Company hereby grants to Employee an Award of              RSUs.

(b) Grant Date. The Award was granted to Employee on January 28, 2015 (the “Grant Date”).

2. Vesting. The Award shall vest as follows: Substantially equal 25% increments of the RSUs shall vest on each of the following dates as long as Employee continuously remains employed by the Company or its Affiliates through the applicable vesting date: January 31, 2016; January 31, 2017; January 31, 2018 and January 31, 2019. Any RSUs that have not vested shall remain subject to forfeiture under Section 3 of this Agreement.

3. Treatment of Award Upon Termination of Employment or Failure to Vest. Upon Employee’s termination of employment with the Company and all of its Affiliates for any reason (including death), any portion of the Award that has not yet vested as provided in Section 2 or Section 5 of this Agreement and any unvested rights to Dividend Equivalents (as defined in section 10(c)) shall be immediately forfeited, and Employee shall forfeit any and all rights in or to such unvested portion of the Award, including any unvested rights to Dividend Equivalents.

4. Delivery of Shares. (a) as each 25%-portion of the Award vests, the Company shall instruct its transfer agent to issue Shares, either in book entry or stock certificate form, which shall

evidence the conversion of such vested RSUs into whole vested Shares, in the name of Employee (or if Employee has died, in the name of Employee’s designated beneficiary or, if no beneficiary has been designated, Employee’s estate (“Beneficiary”)) within a reasonable time after the vesting date of such 25%-portion of the Award, but (b) in no event will the Shares relating to the then-vesting portion of the Award be transferred to Employee (or, if applicable, to Employee’s Beneficiary) later than December 31 of the calendar year in which the vesting date for the then-vesting portion of the Award occurs. The Company shall not be required to deliver any fractional Shares under the Award. Any fractional Share shall be rounded up to the next whole Share.

5. Change in Control.

(a) Vesting and Payment. In the event of a Change in Control (as defined below) while Employee is still employed by the Company or an Affiliate, vesting of the Award (including all outstanding unvested RSUs and related Dividend Equivalents) shall automatically accelerate and the Award shall become 100% vested as of the date the Change in Control occurs as long as Employee has remained continuously employed through such date by the Company or by an entity that is an Affiliate of the Company on the day immediately preceding the date of the Change in Control. In such event, the Shares and Dividend Equivalents payable with respect to the outstanding vested RSUs shall be delivered to Employee in a lump sum within 60 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 Section 409A and guidance issued thereunder (collectively, “Code Section 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). Notwithstanding the above, a “Change in Control” shall not include any event that is not treated under Code Section 409A as a change in control event with respect to Employee. Notwithstanding the incorporation of certain provisions from the Treasury Regulations under Code Section 409A, the Company intends that all payments under this Agreement be exempt from Code Section 409A under the exemption for short-term deferrals in Treasury Regulations Section 1.409A-1(b)(4).

(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 Employee with an equivalent amount payable in the form of cash.

6. Agreement of Employee. Employee 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, Employee acknowledges that, to the extent Employee 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). Employee 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.

7. Withholding. Upon the issuance of Shares to Employee pursuant to this Agreement, Employee 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 or, with respect to the issuance of Shares to Employee pursuant to this Agreement, by delivery of whole Shares (including Shares issuable under this Agreement) in accordance with Section 14(a) of the Plan.

2

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 resulting from a stock split, a recapitalization, or a combination or exchange of Shares, then the number of outstanding RSUs hereunder 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 an Affiliate or former 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 the 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. This section shall not be construed as limiting any other rights the Committee may have under the terms 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. For the avoidance of doubt and without limiting anything herein or in the Plan, Employee hereby acknowledges that the compensation recovery provisions described in Section 14(n) of the Plan apply to the Award granted hereunder and this Agreement.

10. Miscellaneous.

(a) Limitation of Rights. The granting of the Award and the execution of the Agreement shall not give Employee any rights to (1) similar grants in future years, (2) any right to be retained in the employ or service of the Company or any Affiliates, or (3) interfere in any way with the right of the Company or its Affiliates to terminate Employee’s employment or services at any time.

(b) Interpretation. Employee accepts this Award subject to all the terms and provisions of the Plan and this Agreement. The undersigned Employee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

(c) Dividend Equivalents. The Award includes the right to receive dividend equivalents (“Dividend Equivalents”) on the portion, if any, of the Award that becomes vested in

3

accordance with Section 2 or Section 5 of this Agreement. Upon vesting of any portion of the Award, Employee shall have a vested right to receive an amount of cash, without interest, equivalent to the dividends, if any, that would have been payable to a shareholder who actually owned the number of Shares equal to the number of then-vesting RSUs from the Grant Date through the day immediately preceding the date on which the Shares payable with respect to the then-vesting portion of the Award are delivered to Employee. Such amount of cash shall be paid on the date that Shares are delivered under the then-vesting portion of the Award.

(d) Shareholder Rights. Except as set forth in Section 10(c), neither Employee nor Employee’s Beneficiary shall have any of the rights of a shareholder with respect to any Shares issuable upon vesting of any portion this Award, including, without limitation, a right to vote, until (i) such portion of the Award is vested, and (ii) such Shares have been delivered and issued to Employee or Employee’s Beneficiary pursuant to Section 4 of this Agreement.

(e) 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.

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

(g) 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.

(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 Employee’s heirs, legal representatives, successors and assigns.

(j) Execution/Acceptance. This Agreement may be executed and/or accepted electronically by Employee and/or executed 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.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

4

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
EMPLOYEE*

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

5