What is the impact of the new 650,000-share increase in ECPG’s incentive plan?

The amended plan adds 650,000 shares of common stock to the pool available for equity awards and incentive stock options, expanding potential stock-based compensation capacity for directors, officers, employees, and eligible consultants under the 2017 Incentive Award Plan.

Encore Capital (NASDAQ: ECPG) OKs larger incentive plan and officer shield

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Encore Capital Group, Inc. reported results of its 2026 annual meeting, where stockholders approved an amended and restated 2017 Incentive Award Plan and a charter amendment providing exculpation of officers as permitted by Delaware law.

The revised plan increases the shares of common stock reserved for issuance by 650,000, similarly increasing the pool available for incentive stock options, and removes the prior fungible share ratio so all awards now count one-for-one against the reserve. It also removes the fixed expiration date for the plan, subject to share availability, though incentive stock options may not be granted after April 14, 2036.

Stockholders elected eight directors, approved named executive officer compensation on an advisory basis, ratified BDO USA, P.C. as independent auditor for 2026, approved the incentive plan changes, and approved the officer exculpation amendment. They also recommended holding the advisory vote on executive compensation every year, and the board agreed to follow an annual frequency through at least the 2032 meeting.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Share reserve increase: 650,000 shares Incentive stock option increase: 650,000 shares ISO grant cutoff date: April 14, 2036 +5 more

8 metrics

Share reserve increase 650,000 shares Additional common stock reserved under amended 2017 Incentive Award Plan

Incentive stock option increase 650,000 shares Additional shares available as incentive stock options under the plan

ISO grant cutoff date April 14, 2036 Latest date incentive stock options may be granted under amended plan

Director vote – Ashish Masih 18,248,642 For Votes for election of director Ashish Masih at 2026 annual meeting

Say-on-pay support 17,997,698 For Advisory vote approving named executive officer compensation

Auditor ratification votes For 18,999,367 Votes to ratify BDO USA, P.C. as 2026 independent auditor

Exculpation amendment votes For 16,593,440 Votes approving charter amendment for officer exculpation

Say-on-pay frequency One Year 17,429,161 Votes favoring annual advisory vote on executive compensation

Key Terms

Incentive Award Plan, incentive stock options, fungible share ratio, exculpation of officers, +2 more

6 terms

Incentive Award Plan financial

"approved the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

incentive stock options financial

"Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options under the A&R Plan"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

exculpation of officers regulatory

"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers"

broker non-votes financial

"All eight directors were elected, with the following votes tabulated"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding vote regulatory

"The second proposal was a non-binding vote to approve the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

06/15/2026 - 08:40 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 12, 2026

Date of report (Date of earliest event reported)

______________________

ENCORE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-26489	48-1090909
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Camino de la Reina, Suite 100

San Diego, California 92108

(Address of principal executive offices)(Zip Code)

(877) 345-3002

(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))

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

ECPG

The NASDAQ Stock Market LLC

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 June 12, 2026, Encore Capital Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan (the “A&R Plan”), which amends and restates the Encore Capital Group, Inc. 2017 Incentive Award Plan (the “Original Plan”). The A&R Plan was adopted by the Board of Directors (the “Board”) of the Company on April 14, 2026, and became effective upon stockholder approval at the Annual Meeting.

The A&R Plan makes the following material amendments to the Original Plan:

(i) Increases the aggregate number of shares of common stock of the Company (“Common Stock”) reserved for issuance by 650,000 shares;

(ii) Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options under the A&R Plan by 650,000 shares;

(iii) Eliminates the fungible share ratio so that all awards granted under the A&R Plan following the effective date of the A&R Plan will be counted against the share reserve on a one‑share‑for‑one‑share basis;

(iv) Removes the Original Plan’s fixed expiration date so that the A&R Plan will remain in effect unless and until terminated by the Board, subject to share availability (provided, however, that incentive stock options may not be granted under the A&R Plan after April 14, 2036);

(v) Removes provisions intended to enable awards to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, due to changes in law pursuant to the Tax Cuts and Jobs Act of 2017 eliminating this concept; and

(vi) Amends the definition of eligible consultants to include any individual or entity that qualifies as a consultant under the Form S-8 rules.

The terms and conditions of the A&R Plan are described in the section entitled “Approval of Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan (Proposal No. 4)” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026. The foregoing description of the A&R Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company from liability, as permitted by the Delaware General Corporation Law. On June 12, 2026, the Company filed a certificate of amendment with the Secretary of State of the State of Delaware, which became effective upon filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on June 12, 2026. The final voting results on the proposals presented at the Annual Meeting are set forth below.

The first proposal was for the election of the following eight directors: Michael P. Monaco, William C. Goings, Ashwini (Ash) Gupta, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard P. Stovsky and Ashish Masih. All eight directors were elected, with the following votes tabulated:


	For	Withhold	Broker Non-Votes
Michael P. Monaco	18,044,582	315,569	1,020,746
William C. Goings	16,654,942	1,705,209	1,020,746
Ashwini (Ash) Gupta	18,153,822	206,329	1,020,746
Jeffrey A. Hilzinger	17,847,500	512,651	1,020,746
Angela A. Knight	18,002,444	357,707	1,020,746
Laura Newman Olle	18,013,725	346,426	1,020,746
Richard P. Stovsky	18,287,014	73,137	1,020,746
Ashish Masih	18,248,642	111,509	1,020,746

The second proposal was a non-binding vote to approve the compensation of the Company’s named executive officers. In a non-binding vote, the compensation of the Company’s named executive officers was approved, with the following votes tabulated:


For	Against	Abstain	Broker Non-Vote
17,997,698	313,483	48,970	1,020,746

The third proposal was the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated:


For	Against	Abstain	Broker Non-Vote
18,999,367	369,506	12,024	—

The fourth proposal was to approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan. The Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan was approved, with the following votes tabulated:


For	Against	Abstain	Broker Non-Vote
17,191,591	1,159,793	8,767	1,020,746

The fifth proposal was to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers. The amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers was approved, with the following votes tabulated:


For	Against	Abstain	Broker Non-Vote
16,593,440	1,758,739	7,972	1,020,746

The sixth proposal was to recommend, in a non-binding vote, the frequency of future non-binding stockholder votes to approve the compensation of the Company’s named executive officers. In a non-

binding vote, the Company’s stockholders recommended a non-binding vote to approve the compensation of the Company’s named executive officers every year, with the following votes tabulated:


One Year	Two Years	Three Years	Abstain	Broker Non-Vote
17,429,161	12,878	908,853	9,259	1,020,746

The Company’s Board of Directors has determined that it will include a non-binding vote to approve the compensation of the Company’s named executive officers in its proxy materials every year until the next non-binding vote to approve the frequency of such vote, which will occur no later than the Company’s 2032 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number			Description
3.1			Third Certificate of Amendment of Certificate of Incorporation of Encore Capital Group, Inc.
10.1			Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan
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.


		ENCORE CAPITAL GROUP, INC.

Date:	June 15, 2026	/s/ Andrew Asch
		Andrew Asch
		Senior Vice President, General Counsel, Government Affairs and Secretary

EXHIBIT INDEX


Exhibit Number			Description
3.1			Third Certificate of Amendment of Certificate of Incorporation of Encore Capital Group, Inc.
10.1			Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Source: View Original Filing on SEC EDGAR

FAQ

What key items did Encore Capital Group (ECPG) stockholders approve at the 2026 annual meeting?

Stockholders approved all major proposals, including eight director elections, the amended 2017 Incentive Award Plan, a charter amendment for officer exculpation, advisory approval of executive pay, auditor ratification, and an annual advisory vote on compensation.

How did Encore Capital Group (ECPG) change its 2017 Incentive Award Plan?

The amended plan increases the share reserve by 650,000 common shares, raises the incentive stock option limit by the same amount, removes the fungible share ratio, eliminates a fixed plan expiration date, and updates consultant eligibility and outdated performance-based tax provisions.

What charter amendment regarding officer exculpation did Encore Capital Group (ECPG) approve?

Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to provide for exculpation of officers from certain liability, as permitted by Delaware General Corporation Law, and the company filed a certificate of amendment effective June 12, 2026.

How often will Encore Capital Group (ECPG) hold advisory votes on executive compensation?

Stockholders recommended an advisory vote on named executive officer compensation every year, and the board decided to include an annual advisory vote in proxy materials until the next frequency vote, which will occur no later than the 2032 annual meeting.

Which auditor did Encore Capital Group (ECPG) stockholders ratify for fiscal year 2026?

Stockholders ratified BDO USA, P.C. as Encore Capital Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with strong support shown in the reported vote totals on the auditor ratification proposal.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 139.7 KB