CEO Steve Michaels becomes PROG Holdings (NYSE: PRG) board chairman
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
PROG Holdings, Inc. reported several governance and capital return actions. The Board elected President and CEO Steven A. Michaels as Chairman, while former Chairman Ray M. Robinson became Lead Independent Director. To support long-term retention, the Board granted Mr. Michaels a one-time $5 million restricted stock unit award that vests ratably on the third, fourth and fifth anniversaries of the grant date.
The company also held its 2026 annual meeting, where shareholders elected all director nominees, approved a non-binding resolution on executive compensation, ratified Ernst & Young LLP as independent auditor for 2026, and approved an amendment to the Amended and Restated 2015 Equity and Incentive Plan. As of March 9, 2026, there were 40,058,369 common shares outstanding and entitled to vote, with 36,885,068 shares represented, or 92% of eligible shares.
In a separate action, the Board declared a quarterly cash dividend of $0.14 per share of common stock, payable on June 2, 2026 to shareholders of record as of May 19, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO equity award: $5 million RSUs
Shares outstanding: 40,058,369 shares
Shares represented: 36,885,068 shares
+4 more
7 metrics
CEO equity award
$5 million RSUs
One-time restricted stock unit grant vesting in years 3–5
Shares outstanding
40,058,369 shares
Common stock outstanding and entitled to vote as of March 9, 2026
Shares represented
36,885,068 shares
Shares present in person or by proxy at 2026 annual meeting (92% of eligible)
Quarterly dividend
$0.14 per share
Cash dividend on common stock payable June 2, 2026
Say-on-pay support
31,949,347 for vs 2,782,090 against
Non-binding executive compensation vote at 2026 annual meeting
Auditor ratification votes
34,859,061 for
Ratification of Ernst & Young LLP as 2026 independent auditor
Equity plan amendment votes
31,505,553 for
Approval of amendment to 2015 Equity and Incentive Plan
Key Terms
Lead Independent Director, restricted stock units, non-binding resolution, independent registered public accounting firm, +1 more
5 terms
Lead Independent Director financial
"Mr. Michaels succeeds Ray M. Robinson, who has been appointed Lead Independent Director."
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
restricted stock units financial
"a one-time special equity grant (the "Award") consisting of $5 million in restricted stock units that will vest ratably"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
non-binding resolution financial
"Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation"
independent registered public accounting firm financial
"Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 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.
equity and incentive plan financial
"Proposal 4 – Amendment to the PROG Holdings, Inc. Amended and Restated 2015 Equity and Incentive Plan"
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): May 6, 2026
(Exact name of Registrant as Specified in Charter)
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code: (385 ) 351-1369
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 May 7, 2026, PROG Holdings, Inc. (the "Company") announced that the Company's Board of Directors (the "Board") has elected Steven A. Michaels, the Company's President and Chief Executive Officer, to the additional position of Chairman of the Board, effective immediately. Mr. Michaels succeeds Ray M. Robinson, who has been appointed Lead Independent Director.
A copy of the Company's press release announcing these Board leadership changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company's Board of Directors awarded Mr. Michaels a one-time special equity grant (the "Award") consisting of $5 million in restricted stock units that will vest ratably on the third, fourth and fifth anniversaries of the grant date. The Award reflects the Board's desire to retain Mr. Michaels as the President and Chief Executive Officer of the Company and recognize his leadership in positioning the Company for future success. Under his leadership, Mr. Michaels has built an outstanding management team, delivered strong financial performance and made important strategic investments to meaningfully grow the Company's ecosystem of payment solutions and diversify its product portfolio. The Board believes the design of the Award, coupled with the Company's stock ownership policy, promotes further alignment of Mr. Michaels' compensation with long-term shareholder value creation.
The foregoing summary of the Award is qualified in all respects by reference to the text of the award agreement that governs the Award, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 2026, the Company held its 2026 annual meeting of shareholders (the "Annual Meeting") in Salt Lake City, Utah. As of March 9, 2026, the record date for the Annual Meeting, there were 40,058,369 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. A total of 36,885,068 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy, which was 92% of the aggregate number of shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's shareholders took the actions listed below and elected each of the director nominees to serve as directors until the expiration of such director's term at the Company's 2027 annual meeting of shareholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal from office or death, having cast the following votes:
Proposal 1 – Election of directors
| For | Against | Abstain | Non-Votes | ||||||||||||||||||||
| Douglas C. Curling | 33,175,505 | 1,685,740 | 73,786 | 1,950,037 | |||||||||||||||||||
| Cynthia N. Day | 31,924,829 | 2,951,953 | 58,249 | 1,950,037 | |||||||||||||||||||
| Curtis L. Doman | 34,323,308 | 538,456 | 73,267 | 1,950,037 | |||||||||||||||||||
| Robert K. Julian | 33,452,270 | 1,409,067 | 73,694 | 1,950,037 | |||||||||||||||||||
| Ray M. Martinez | 33,377,847 | 1,477,068 | 80,116 | 1,950,037 | |||||||||||||||||||
| Steven A. Michaels | 33,375,195 | 1,486,572 | 73,264 | 1,950,037 | |||||||||||||||||||
| Daniela Mielke | 34,326,307 | 545,042 | 63,682 | 1,950,037 | |||||||||||||||||||
| Ray M. Robinson | 32,364,633 | 2,489,665 | 80,733 | 1,950,037 | |||||||||||||||||||
| Caroline S. Sheu | 33,317,940 | 1,536,952 | 80,139 | 1,950,037 | |||||||||||||||||||
| James P. Smith | 31,446,271 | 3,415,068 | 73,692 | 1,950,037 | |||||||||||||||||||
Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 31,949,347 | 2,782,090 | 203,594 | 1,950,037 | |||||||||||||||||
Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 34,859,061 | 1,954,579 | 71,428 | — | |||||||||||||||||
Proposal 4 – Amendment to the PROG Holdings, Inc. Amended and Restated 2015 Equity and Incentive Plan
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 31,505,553 | 3,224,113 | 205,365 | 1,950,037 | |||||||||||||||||
ITEM 8.01. OTHER EVENTS
On May 6, 2026, the Company announced that the Board has declared a quarterly cash dividend of $0.14 per share of common stock. The dividend will be payable on June 2, 2026 to shareholders of record as of May 19, 2026.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
Exhibit No. | Description | ||||
10.1 | Form of Restricted Stock Unit Award Agreement | ||||
99.1 | Press Release, dated May 7, 2026, Regarding Board Leadership Changes | ||||
99.2 | Press Release, dated May 6, 2026, Regarding Dividend Declaration | ||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
PROG Holdings, Inc. | |||||||||||
By: | /s/ Todd King | ||||||||||
Date: | May 7, 2026 | Todd King Chief Legal and Compliance Officer | |||||||||
Exhibit 99.1
President and CEO Steve Michaels
Named Chairman of PROG Holdings, Inc.
SALT LAKE CITY, May 7, 2026 – PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Four Technologies, MoneyApp and Purchasing Power, today announced that its Board of Directors has named Steve Michaels, the Company’s President and Chief Executive Officer, to the additional position of Chairman of the Board. Mr. Michaels succeeds Ray Robinson, who has been appointed Lead Independent Director.
“Steve’s strategic vision and deep understanding of our businesses and industry make him the ideal leader to guide PROG forward at this important time,” said Mr. Robinson. “Steve has built an outstanding management team, delivered strong financial performance and made important strategic investments to meaningfully grow the Company’s ecosystem of payment solutions and diversify its product portfolio. The Board strongly supports Steve and I very much look forward to continuing to work closely with him in our respective new roles.”
“I am honored to be named Chairman," said Mr. Michaels. “I want to thank Ray for his significant contributions to PROG and the invaluable guidance he has provided to me. I look forward to the ongoing partnership with Ray and the other members of the Board as we continue to execute on our vision for the Company.”
About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides inclusive, transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions; Four Technologies, a provider of Buy Now, Pay Later payment options through its platform, Four; MoneyApp, a mobile application that offers customers interest-free cash advances; and Purchasing Power, a voluntary employee benefit program provider, allowing employees to purchase brand-name products and services through either automatic payroll deductions or allotments. More information on PROG Holdings and its companies can be found at https://investor.progholdings.com/.
Investor Contact
John A. Baugh, CFA
Vice President, Investor Relations
john.baugh@progleasing.com
Exhibit 99.2
PROG Holdings, Inc. Declares Dividend
SALT LAKE CITY, May 6, 2026– PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Four Technologies, MoneyApp and Purchasing Power, announced today that its Board of Directors declared a quarterly cash dividend of $0.14 per share of common stock, payable on June 2, 2026, to shareholders of record as of the close of business on May 19, 2026.
About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides inclusive, transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions; Four Technologies, a provider of Buy Now, Pay Later payment options through its platform Four; MoneyApp, a mobile application that offers customers interest-free cash advances; and Purchasing Power, a voluntary employee benefit provider, allowing employees to purchase brand-name products through either automatic payroll deductions or allotments. More information on PROG Holdings' companies can be found at https://www.progholdings.com.
Investor Contact
John A. Baugh, CFA
VP, Investor Relations
john.baugh@progleasing.com
FAQ
What leadership changes did PROG Holdings (PRG) announce in this 8-K?
PROG Holdings’ Board elected President and CEO Steven A. Michaels as Chairman of the Board, while former Chairman Ray M. Robinson became Lead Independent Director. The company highlighted Michaels’ strategic leadership, management team building, financial performance and investments in expanding its payment solutions ecosystem.
What is included in Steve Michaels’ new equity award at PROG Holdings (PRG)?
Steve Michaels received a one-time special equity award of $5 million in restricted stock units. These RSUs will vest in three equal installments on the third, fourth and fifth anniversaries of the grant date, aligning his compensation with long-term shareholder value and retention goals.
What happened with PROG Holdings’ (PRG) auditor ratification for 2026?
Shareholders ratified the appointment of Ernst & Young LLP as PROG Holdings’ independent registered public accounting firm for 2026. The vote tallied 34,859,061 shares for, 1,954,579 against and 71,428 abstentions, confirming continued shareholder support for Ernst & Young in the audit role.
Did PROG Holdings (PRG) change its equity incentive plan at the 2026 meeting?
Shareholders approved an amendment to the PROG Holdings Amended and Restated 2015 Equity and Incentive Plan. The proposal received 31,505,553 votes for, 3,224,113 against, 205,365 abstentions and 1,950,037 non-votes, allowing the company to continue granting equity-based awards under the updated plan terms.
What dividend did PROG Holdings (PRG) declare and when will it be paid?
The Board declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on June 2, 2026 to shareholders of record at the close of business on May 19, 2026, continuing the company’s practice of returning cash to shareholders.