OneMain (NYSE: OMF) investors approve 2026 pay plan, board slate, PwC

Rhea-AI Filing Summary

OneMain Holdings, Inc. reported results of its 2026 annual stockholder meeting. Stockholders holding 102,914,559 shares, about 89.07% of the 115,533,440 shares outstanding as of April 20, 2026, were represented, providing a strong quorum.

Phyllis R. Caldwell and Roy A. Guthrie were elected as Class I directors to serve until the 2029 annual meeting. Stockholders approved, on an advisory basis, executive compensation and chose an annual frequency for future advisory votes on pay, which the board adopted.

Investors also approved the 2026 Omnibus Incentive Plan, providing the framework for future equity and incentive awards, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 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

Shares represented at meeting: 102,914,559 shares Shares outstanding: 115,533,440 shares Meeting participation rate: 89.07% +4 more

7 metrics

Shares represented at meeting 102,914,559 shares Common stock present or by proxy at 2026 annual meeting

Shares outstanding 115,533,440 shares Common stock issued and outstanding as of April 20, 2026 record date

Meeting participation rate 89.07% Percentage of outstanding shares represented at 2026 annual meeting

Say on Pay support 89,106,624 for vs. 2,599,910 against Advisory vote on executive compensation at 2026 annual meeting

Say on Pay frequency choice 86,819,503 votes for 1-year Stockholder preference for annual Say on Pay votes

Incentive Plan approval 88,538,932 for vs. 3,200,586 against Vote on 2026 Omnibus Incentive Plan

Auditor ratification votes 100,910,258 for Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Key Terms

2026 Omnibus Incentive Plan, Say on Pay Proposal, Say on Pay Frequency Proposal, independent registered public accounting firm, +1 more

5 terms

2026 Omnibus Incentive Plan financial

"approved the adoption of the OneMain Holdings, Inc. 2026 Omnibus Incentive Plan (the “Plan”)"

Say on Pay Proposal financial

"to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (the “Say on Pay Proposal”)"

Say on Pay Frequency Proposal financial

"to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to our named executive officers (the “Say on Pay Frequency Proposal”)"

independent registered public accounting firm financial

"to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Incentive Plan Proposal: | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 88,538,932 | 3,200,586 | 182,913 | 10,992,128"

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.

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Understanding 8-K Material Events →

0001584207FALSE00015842072026-06-162026-06-16

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 16, 2026

ONEMAIN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-36129			27-3379612
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. employer identification number)

601 N.W. Second Street, Evansville, IN 47708

(Address of principal executive offices) (Zip code)

(812) 424-8031

(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

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OMF

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 June 16, 2026, the stockholders of OneMain Holdings, Inc. (the “Company”) approved the adoption of the OneMain Holdings, Inc. 2026 Omnibus Incentive Plan (the “Plan”), as described in Item 5.07 below. The Plan was previously adopted by the Company’s Board of Directors and recommended to the stockholders for approval.

A description of the Plan was included in the Company’s Definitive Proxy Statement filed with the United States Securities and Exchange Commission on April 29, 2026 (the “Definitive Proxy Statement”), under the section entitled “Proposal 4 – Approval of the 2026 Omnibus Incentive Plan.” The description of the Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which was included as Appendix B to the Definitive Proxy Statement.

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

The Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on Tuesday, June 16, 2026. Stockholders holding 102,914,559 shares of the Company’s common stock were present in person or represented by proxy at the 2026 Annual Meeting, which represented approximately 89.07% of the 115,533,440 shares of the Company’s common stock that were issued and outstanding as of the April 20, 2026 record date for the 2026 Annual Meeting.

At the 2026 Annual Meeting, the following proposals were presented for vote by the Company’s stockholders: (i) to elect Phyllis R. Caldwell and Roy A. Guthrie as Class I directors to serve until the 2029 annual meeting of stockholders, and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal (the “Director Election Proposal”); (ii) to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (the “Say on Pay Proposal”); (iii) to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to our named executive officers (the “Say on Pay Frequency Proposal”); (iv) to approve the Plan (the “Incentive Plan Proposal”); and (v) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). No other matters were submitted for stockholder action.

At the 2026 Annual Meeting, Ms. Caldwell and Mr. Guthrie were elected as Class I directors. The stockholders approved, on an advisory basis, the Say on Pay Proposal and the option of “1 Year” on the Say on Pay Frequency Proposal. The Incentive Plan Proposal and the Auditor Ratification Proposal were approved by the votes set forth below. In response to the Say on Pay Frequency Proposal, the Board determined that future advisory votes to approve the compensation paid to our named executive officers will be conducted annually.

1. Director Election Proposal:						FOR												AGAINST						ABSTAIN						BROKER NON-VOTES
Phyllis R. Caldwell						79,281,735												12,532,747						107,949						10,992,128
Roy A. Guthrie						89,664,703												2,173,766						83,962						10,992,128
2. Say on Pay Proposal:						FOR												AGAINST						ABSTAIN						BROKER NON-VOTES
						89,106,624												2,599,910						215,897						10,992,128
3. Say on Pay Frequency Proposal:						1 YEAR												2 YEAR						3 YEAR						ABSTAIN						BROKER NON-VOTES
						86,819,503												82,793						4,794,037						226,098						10,992,128
4. Incentive Plan Proposal:						FOR												AGAINST						ABSTAIN						BROKER NON-VOTES
						88,538,932												3,200,586						182,913						10,992,128
5. Auditor Ratification Proposal:						FOR												AGAINST						ABSTAIN						BROKER NON-VOTES
						100,910,258												1,883,306						120,995						—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number						Description
104						Cover Page Interactive Data (embedded within the Inline XBRL document).

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.

ONEMAIN HOLDINGS, INC.

By:

/s/ Jeannette E. Osterhout

Name:

Jeannette E. Osterhout

Title:

Executive Vice President and Chief Financial Officer

Date:

June 22, 2026

FAQ

What did OneMain Holdings (OMF) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Omnibus Incentive Plan, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and supported executive compensation on an advisory basis, while electing two Class I directors to serve until the 2029 annual meeting.

How many OneMain Holdings (OMF) shares were represented at the 2026 annual meeting?

A total of 102,914,559 common shares were present or represented by proxy, representing approximately 89.07% of the 115,533,440 shares outstanding as of the April 20, 2026 record date, indicating strong shareholder participation in the meeting’s decisions.

Which directors were elected at OneMain Holdings’ 2026 annual meeting?

Stockholders elected Phyllis R. Caldwell and Roy A. Guthrie as Class I directors. They will serve until the 2029 annual meeting, continuing until their successors are elected and qualified or until earlier death, resignation or removal, according to the disclosed voting results.

How did OneMain Holdings (OMF) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of named executive officers. The Say on Pay Proposal received 89,106,624 votes for, 2,599,910 against, and 215,897 abstentions, with 10,992,128 broker non-votes recorded on the proposal.

What Say on Pay frequency did OneMain Holdings stockholders prefer in 2026?

Stockholders favored holding Say on Pay votes every 1 year, with 86,819,503 votes for that option. The 2-year and 3-year options received 82,793 and 4,794,037 votes, respectively, and the board determined that future advisory pay votes will be conducted annually.

Which auditor did OneMain Holdings (OMF) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The Auditor Ratification Proposal received 100,910,258 votes for, 1,883,306 against, and 120,995 abstentions, with no broker non-votes reported.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB