OneMain Holdings Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 14:52

Proxy Results, Management Change/Compensation (Form 8-K)

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 -
OneMain Holdings Inc. published this content on June 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 22, 2026 at 20:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]