false000180883400018088342024-05-152024-05-15

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 15, 2024
PROG HOLDINGS, INC.
(Exact name of Registrant as Specified in Charter)
Georgia
1-39628
85-2484385
(State or other Jurisdiction of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
256 W. Data DriveDraper,Utah84020-2315
(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):
    ☐    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 class Trading SymbolName of each exchange on which registered
Common Stock, $0.50 Par ValuePRGNew York Stock Exchange
    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 5.07.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 2024, PROG Holdings, Inc. ("the Company") held its 2024 annual meeting of shareholders (the "Annual Meeting") in Salt Lake City, Utah. As of March 18, 2024, the record date for the Annual Meeting, there were 43,333,304 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 41,090,120 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, which was 95% of the aggregate number of shares of common stock 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 2025 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
ForAgainstAbstainNon-Votes
Kathy T. Betty 36,869,205 1,705,144 20,598 2,495,173 
Douglas C. Curling38,022,843 550,321 21,783 2,495,173 
Cynthia N. Day34,286,806 4,283,744 24,397 2,495,173 
Curtis L. Doman37,693,500 879,398 22,049 2,495,173 
Ray M. Martinez37,741,721 830,975 22,251 2,495,173 
Steven A. Michaels37,689,524 879,976 25,447 2,495,173 
Ray M. Robinson34,470,477 4,103,571 20,899 2,495,173 
Caroline S. Sheu35,709,259 2,865,072 20,616 2,495,173 
James P. Smith37,733,091 840,143 21,713 2,495,173 
Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation
ForAgainstAbstainNon-Votes
36,048,5692,414,608131,7702,495,173
Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024
ForAgainstAbstainNon-Votes
38,893,6232,064,287132,210—



ITEM 8.01.     OTHER EVENTS
On May 15, 2024, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.12 per share of common stock. The dividend will be payable on June 11, 2024 to shareholders of record as of May 28, 2024.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits:
Exhibit No.
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


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/ Brian Garner
Date:
May 16, 2024
Brian Garner
Chief Financial Officer




Exhibit 99.1
imagea.jpg

PROG Holdings, Inc. Declares Dividend

SALT LAKE CITY, May 15, 2024– PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Vive Financial, Four Technologies, and Build, today announced that its Board of Directors has declared a quarterly cash dividend of $0.12 per share payable on June 11, 2024, to shareholders of record on the close of business on May 28, 2024.

About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides transparent and competitive payment options and inclusive consumer financial products. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions, Vive Financial, an omnichannel provider of second-look revolving credit products, Four Technologies, provider of Buy Now, Pay Later payment options through its platform Four, and Build, provider of personal credit building products. 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




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Cover Page
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name PROG HOLDINGS, INC.
Entity Central Index Key 0001808834
Amendment Flag false
Entity Incorporation, State or Country Code GA
Entity File Number 1-39628
Entity Tax Identification Number 85-2484385
Entity Address, Address Line One 256 W. Data Drive
Entity Address, City or Town Draper,
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84020-2315
City Area Code 385
Local Phone Number 351-1369
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Title of 12(b) Security Common Stock, $0.50 Par Value
Trading Symbol PRG
Security Exchange Name NYSE
Entity Emerging Growth Company false
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