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  4. [8-K] PRA GROUP INC Reports Material Event

Shareholders support PRA Group (NASDAQ: PRAA) equity plan, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PRA Group, Inc. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2022 Omnibus Incentive Plan, increasing the plan’s share limit by an additional 3,500,000 shares of common stock. All director nominees were elected to serve until the 2027 annual meeting.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. In an advisory vote, stockholders approved executive compensation and separately approved the increase in shares authorized under the 2022 Equity Plan.

Positive

  • None.

Negative

  • None.

Insights

PRA Group’s annual meeting delivered full support for directors, pay, auditor, and expanded equity incentives.

PRA Group stockholders approved an additional 3,500,000 shares under the Amended and Restated 2022 Equity Plan, signaling acceptance of continued equity-based compensation. All director nominees received strong support, and Ernst & Young LLP was ratified as auditor for the year ending December 31, 2026.

The advisory Say-on-Pay vote passed alongside approval of the equity plan share increase, indicating alignment between the board’s compensation approach and stockholder preferences. These outcomes are routine governance actions and do not, by themselves, represent a major shift in the company’s strategic or financial profile.

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.
Equity plan share increase 3,500,000 shares Additional shares added to 2022 Omnibus Incentive Plan
Auditor ratification votes For 33,877,552 votes Ratification of Ernst & Young LLP for year ending December 31, 2026
Say-on-Pay votes For 29,754,777 votes Advisory vote on named executive officer compensation
Equity plan amendment votes For 26,552,984 votes Amendment to increase shares authorized under 2022 Equity Plan
Equity plan amendment votes Against 5,442,103 votes Opposition to increased share authorization under 2022 Equity Plan
Director vote example - Adrian M. Butler 29,976,285 For / 2,019,831 Against Election of director to serve until 2027 annual meeting
Amended and Restated 2022 Equity Plan financial
"as amended, the “Amended and Restated 2022 Equity Plan”"
2022 Omnibus Incentive Plan financial
"amendment of the PRA Group, Inc. 2022 Omnibus Incentive Plan"
Say-on-Pay financial
"advisory vote on the compensation of the Company’s named executive officers ("Say-on-Pay")"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote"
independent registered public accounting firm regulatory
"independent registered public accounting firm for the 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.
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Understanding 8-K Material Events →
false000118534800011853482026-06-162026-06-16
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
PRA Group, Inc.
_________________________________________
(Exact name of registrant as specified in its charter)
Delaware000-5005875-3078675
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
120 Corporate Boulevard
Norfolk, Virginia23502
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per sharePRAANASDAQ 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

(e) On June 16, 2026, PRA Group, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the Company’s stockholders approved the amendment of the PRA Group, Inc. 2022 Omnibus Incentive Plan (the “2022 Equity Plan”) to increase the share limit of the 2022 Equity Plan by an additional 3,500,000 shares of the Company’s common stock (as amended, the “Amended and Restated 2022 Equity Plan”).

The material terms of the Amended and Restated 2022 Equity Plan are described in more detail in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2022 Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) and (b) During the 2026 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 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified based upon the following votes:

ForAgainstAbstainBroker Non-Vote
Adrian M. Butler 29,976,2852,019,8316,8772,029,734
Marjorie M. Connelly31,631,104364,2277,6622,029,734
Steven D. Fredrickson31,155,345840,2567,3922,029,734
Dame Jayne-Anne Gadhia31,457,977533,62411,3922,029,734
Geir L. Olsen29,483,9012,511,7147,3782,029,734
Brett L. Paschke29,792,8762,202,7367,3812,029,734
Martin Sjolund 31,595,798397,2199,9762,029,734
Scott M. Tabakin30,862,0641,133,1367,7932,029,734
Lance L. Weaver28,885,1563,106,21411,6232,029,734

2.Ratification of the Appointment of Ernst & Young LLP. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based upon the following votes:

ForAgainstAbstain
33,877,552146,0109,165

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:

ForAgainstAbstainBroker Non-Vote
29,754,7772,204,74743,4692,029,734
4.Amendment to Increase the Share Authorization under the 2022 Equity Plan. The Company’s stockholders approved an amendment to increase the number of shares authorized under the 2022 Equity Plan based upon the following votes:


ForAgainstAbstainBroker Non-Vote
26,552,9845,442,1037,9062,029,734


Item 9.01 Financial Statements and Exhibits

(d)Exhibits
10.1
PRA Group, Inc. Amended and Restated 2022 Omnibus Incentive Plan (incorporated by reference to Appendix B to PRA Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 30, 2026 (File No. 000-50058)).
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



    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 23, 2026By:/s/ Rakesh Sehgal
Rakesh Sehgal
Executive Vice President and Chief Financial Officer




Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did PRAA stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to PRA Group’s 2022 Omnibus Incentive Plan, adding 3,500,000 shares of common stock to the plan’s share limit. This expanded pool supports future equity-based awards to employees, directors, and other eligible participants under the Amended and Restated 2022 Equity Plan.

Were all PRAA director nominees elected at the 2026 Annual Meeting of Stockholders?

All PRA Group director nominees were elected to serve until the 2027 annual meeting or until successors are duly elected and qualified. Each nominee, including Adrian M. Butler and others listed, received more votes “For” than “Against,” with additional broker non-votes recorded on each director proposal.

Did PRAA stockholders ratify Ernst & Young LLP as the company’s auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as PRA Group’s independent registered public accounting firm for the year ending December 31, 2026, with 33,877,552 votes For, 146,010 votes Against, and 9,165 Abstentions. This confirms continued engagement of Ernst & Young LLP as the external auditor.

How did PRAA stockholders vote on Say-on-Pay for named executive officers?

PRA Group stockholders approved the advisory Say-on-Pay resolution on named executive officer compensation. The vote totaled 29,754,777 For, 2,204,747 Against, 43,469 Abstentions, and 2,029,734 broker non-votes, indicating overall support for the company’s current executive compensation program structure.

What were the voting results on increasing shares under PRAA’s 2022 Equity Plan?

Stockholders approved the amendment increasing shares authorized under PRA Group’s 2022 Equity Plan, with 26,552,984 votes For, 5,442,103 Against, 7,906 Abstentions, and 2,029,734 broker non-votes. This approval aligns with the separate 3,500,000-share increase for the Amended and Restated 2022 Equity Plan.

Filing Exhibits & Attachments

3 documents

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