Form 8K - March 1, 2005
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): March 1, 2005
Encore Capital Group,
Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
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000-26489 |
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48-1090909 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S Employer
Identification No.) |
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8875 Aero Drive, Suite 200
San Diego, California
92123
(Address of Principal
Executive Offices) (Zip Code)
(877) 445-4581
(Registrant’s
Telephone Number, Including Area Code)
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Item 1.01.
Entry into a
Material Definitive Agreement
On
March 1, 2005, the Compensation Committee (“Committee”) of the Board of
Directors (the “Board”) of Encore Capital Group, Inc. (the “Company”)
approved the following executive compensation arrangements:
2004 Key Contributor Plan
The
Compensation Committee approved performance plan awards for the executive officers based
on the Company’s achievement of certain financial goals for the year ended December
31, 2004. The performance factors and weightings for 2004 under the 2004 Key Contributor
Plan were: Net Collections Retained, 40%; Operating Cash, 50%; and Net Income, 10%.
Based
on the Company’s performance during 2004 the Compensation Committee approved the
following payments under the 2004 Key Contributor Plan to the executive officers:
| Carl C. Gregory, III |
$578,813
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Salary Adjustments for
Certain Executive Officers
The
Compensation Committee approved the following salaries for the executive officers of the
Company, effective March 1, 2005:
| Carl C. Gregory, III |
$397,451
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Nonqualified Deferred
Compensation Plan
The
Compensation Committee approved the following contributions to the Company’s
Nonqualified Deferred Compensation Plan on behalf of the executive officers. The awards
vest on the following schedule: Subject to continued employment with the Company and
continued satisfactory performance, the contributions vest as follows: 30% vests after one
year, 30% vests after two years, and the remaining 40% vests after three years.
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Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
March 3, 2005, Robert M. Whyte and Neville Katz each notified the Company that he would be
retiring from the Board as of the date of the Company’s 2005 annual meeting of
stockholders expected to be held in May 2005 and thus, would not stand for reelection to
the Board at such time.
Item 5.03
Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On
March 1, 2005, the Board of Directors adopted amended and restated Bylaws of the Company
to reflect recent corporate officer changes and certain corporate governance measures. A
copy of the amended and restated Bylaws was attached as Exhibit 3.01 to the Company’s
Current Report on Form 8-K filed on March 3, 2005.
Item 9.01
Financial
Statements and Exhibits.
(c) Exhibits
| 3.1 |
Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed on March 3, 2005).
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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 thereunto duly
authorized.
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ENCORE CAPITAL GROUP, INC. |
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| Date: March 7, 2005 |
By /s/ Barry R. Barkley
——————————————
Barry R. Barkley
Executive Vice President,
Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit
Description
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3.1 |
Bylaws,
as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K filed on March 3, 2005). |
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