Encore Capital Group Inc.
03/20/2026 | Press release | Distributed by Public on 03/20/2026 14:27
Amendments to Bylaws, 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 March 18, 2026, Ms. Wendy Hannam notified Encore Capital Group, Inc. (the "Company") that she will not stand for re-election as a director at the Company's 2026 Annual Meeting of Stockholders (the "Annual Meeting"). Ms. Hannam will continue to serve as a director of the Company until the Annual Meeting. Ms. Hannam's decision not to stand for re-election was not the result of any disagreement with the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 18, 2026, the Board of Directors (the "Board") of Company, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
•enhance disclosure in connection with disregarding any nomination and any related proxies or votes in instances where a nomination was previously included in the Company's proxy statement and related materials and/or the Company has received votes related to the election of such nomination, but the stockholder who proposed such nomination does not comply with Rule 14a-19(a)(2) or Rule 14a-19(a)(3) of the Exchange Act;
•enhance disclosure requirements in connection with stockholder nominations of directors and notices of business to be brought before an Annual Meeting, including information on such proposing stockholder's beneficial security ownership, including ownership of derivative securities and proportionate interests, certain timing of such nominations and notices, the Board's option to request additional information from a proposing stockholder, nominating person or requesting person as may be reasonably required and as must be updated or supplemented to be true and correct as of the record date for a related vote of stockholders, and restrictions on amending prior notices to change or add a nominee or proposal of business to be conducted a meeting; and
•clarify that, prior to a stockholder meeting, the Board may determine that an item of business was not properly brought before a stockholder meeting in accordance with Section 3.15 of the Amended and Restated Bylaws and declare that such business shall not be transacted at such meeting.
The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes, including related to stockholder lists, remote attendance at meetings, quorums, and board vacancies. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.1 (clean version) and Exhibit 3.2 (marked version), which are incorporated herein by reference.
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