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): June 10, 2021

PRA Group, Inc.

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware		000-50058	75-3078675
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
120 Corporate Boulevard
Norfolk,	Virginia		23502
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (888) 772-7326

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRAA	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(d) On June 10, 2021, the Board of Directors (the “Board”) of PRA Group, Inc. (the “Company”) elected Peggy P. Turner as an independent director effective the same day with a term expiring at the Company’s 2022 Annual Meeting of Stockholders. The Board also appointed Ms. Turner to the Nominating and Corporate Governance Committee and the Risk Committee. Ms. Turner will receive compensation for her services as an independent director in accordance with the Company’s standard compensation program for non-executive directors, which was previously disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders (“Annual Meeting”) that was filed with the Securities and Exchange Commission on April 28, 2021.

Ms. Turner has no family relationships with any of the Company’s executive officers or directors. There are no arrangements or understandings between Ms. Turner and any other person pursuant to which she was appointed as a director, nor have there been any transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which she had or has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

On June 14, 2021, the Company issued a press release regarding Ms. Turner’s election to the Board. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) and (b) At the Annual Meeting, the Company’s stockholders voted as follows on the matters set forth below:

1.Election of Directors. The Company’s stockholders elected the following nominees to serve as directors until the 2022 Annual Meeting or until their successors are duly elected and qualified based upon the following votes:

	For	Against	Broker Non-Vote
Vikram A. Atal	41,753,283	128,316	1,143,490
Danielle M. Brown	41,685,620	195,979	1,143,490
Marjorie M. Connelly	41,754,572	127,027	1,143,490
John H. Fain	41,023,134	858,465	1,143,490
Steven D. Fredrickson	41,228,938	652,661	1,143,490
James A. Nussle	39,736,198	2,145,401	1,143,490
Brett L. Paschke	41,753,611	127,988	1,143,490
Kevin P. Stevenson	41,516,837	364,762	1,143,490
Scott M. Tabakin	40,056,955	1,824,644	1,143,490
Lance L. Weaver	41,242,998	638,601	1,143,490

2.Ratification of the Appointment of KPMG LLP. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 based upon the following votes:

For	Against	Abstain
42,793,967	228,461	2,661

3.Advisory Vote on Named Executive Officer Compensation. The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”) based upon the following votes:

For	Against	Abstain
40,284,110	1,576,422	21,066

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release dated June 14, 2021
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

    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.

	PRA Group, Inc.
Date: June 14, 2021	By:	/s/ Peter M. Graham
		Peter M. Graham
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

PRA Group Appoints Peggy Turner to Board of Directors

NORFOLK, Va., June 14, 2021 — PRA Group, Inc. (Nasdaq: PRAA), a global leader in acquiring and collecting nonperforming loans, announced today that Peggy Turner was appointed to the Company’s Board of Directors effective June 10, 2021. Turner, who is independent, will serve on the Risk Committee and Nominating and Corporate Governance Committee.

Turner is currently Vice President, Guest Retention at Toyota Motors North America (“Toyota Motors”), a position she has held since 2020. From 1991 to 2020, she held multiple positions with increasing responsibilities at Toyota Motors including Vice President, Lexus Customer Satisfaction and Vice President, Toyota Customer Relations. Turner is also a champion of diversity, equity and inclusion (“DEI”) at Toyota Motors, serving as the executive advisor to Social Innovation, a diversity and inclusion support member on the Diversity Advisory Board, and the Executive Sponsor of the Latino Employee Resource Group. She has also represented Lexus at events such as Women in Automotive Summit and Women Panel for New York Auto Show and coordinated and served as a mentor for the national field women’s support group. Turner earned a Bachelor of Arts in Economics from the University of California, Irvine, and a Master of Business Administration from Loyola Marymount University.

“I am pleased to welcome Peggy to our Company’s Board of Directors. Peggy brings extensive experience in leadership roles focused on customer service, which will bolster our long-standing principle of treating customers with empathy and respect. Additionally, Peggy’s history of supporting and leading diversity and inclusion efforts will strengthen our continued focus on DEI,” said Steve Fredrickson, chairman of the Board of Directors. “As a result of our commitment to diversity at the highest level of our organization, PRA was recently recognized by 50/50 Women on Boards for being a “3+” Corporation with 3 or more women on the board of directors.”

The Company has also expanded its environmental, social and governance (“ESG”) disclosures by publishing its first ESG Tear Sheet for the year 2020. More information can be found on the investor page of the Company’s website, ir.pragroup.com.

About PRA Group, Inc.

As a global leader in acquiring and collecting nonperforming loans, PRA Group, Inc. returns capital to banks and other creditors to help expand financial services for consumers in the Americas, Europe and Australia. With thousands of employees worldwide, PRA Group, Inc. companies collaborate with customers to help them resolve their debt. For more information, please visit www.pragroup.com.

Investor Contact:

Darby Schoenfeld, CPA

Vice President, Investor Relations

(757) 431-7913

Darby.Schoenfeld@PRAGroup.com

News Media Contact:

Elizabeth Kersey

Senior Vice President, Communications and Public Policy

(757) 431-3398

Elizabeth.Kersey@PRAGroup.com

XML

Cover Page	Jun. 10, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 10, 2021
Entity Registrant Name	PRA Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50058
Entity Tax Identification Number	75-3078675
Entity Address, Address Line One	120 Corporate Boulevard
Entity Address, City or Town	Norfolk,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23502
City Area Code	(888)
Local Phone Number	772-7326
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	PRAA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001185348