CURO Group Holdings Corp. (Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 CURO Group Holdings Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing party: (4) Date Filed: Table of Contents 3527 North Ridge Road Wichita, Kansas 67205 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD April 24, 2018 The 2018 annual meeting of stockholders (the “Annual Meeting”) of CURO Group Holdings Corp. (“we,” “us,” “our” or, the “ Company”) will be held at the Hyatt Regency Wichita, 400 W. Waterman St., Wichita, KS 67202, on Tuesday, April 24, 2018 at 8:30 a.m., Central Time, to vote on the following matters: Proposal 1: the election of two directors identified in the accompanying proxy statement to serve three-year terms expiring at the 2021 annual meeting of stockholders; Proposal 2: ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2018 fiscal year; and to transact any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. The accompanying proxy statement provides information about the matters you will be asked to consider and vote on at the Annual Meeting. Our board of directors (our “Board”) has fixed the close of business on March 9, 2018 as the record date for determining holders of record (“Stockholders”) of our common stock, par value $0.001 per share (“Common Stock”), entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, our Board asks that you vote as soon as possible. You may vote by proxy on the Internet, via toll-free telephone number or you may sign, date and mail the proxy card in the envelope provided. Your vote is important and all Stockholders are encouraged to attend the Annual Meeting and vote in person or by proxy. Thank you for your support and continued interest in our Company. By Order of the Board of Directors: Don Gayhardt President and Chief Executive Officer Wichita, Kansas April 4, 2018 Table of Contents CURO GROUP HOLDINGS CORP. 2018 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS General Information 1 Questions and Answers About the Annual Meeting 2 Householding of Proxy Materials 8 Board of Directors and Corporate Governance 9 Structure and Functioning of the Board 11 Proposal 1—Proposal to Elect Directors 17 Proposal 2—Ratification of the Appointment of Independent Registered Public Accounting Firm 20 Audit Committee Report 22 Director Compensation 23 Executive Compensation 25 Security Ownership of Certain Beneficial Owners and Management 34 Certain Relationships and Related Transactions 36 Legal Proceedings 38 Section 16(a) Beneficial Ownership Reporting Compliance 38 Other Matters 38 Table of Contents 3527 North Ridge Road Wichita, Kansas 67205 PROXY STATEMENT FOR 2018 ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION We are furnishing this proxy statement to you in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2018 annual meeting of stockholders (the “Annual Meeting”), to be held at the Hyatt Regency Wichita, 400 W. Waterman St., Wichita, KS 67202, at 8:30 a.m., Central Time, on Tuesday, April 24, 2018, and at any reconvened meeting following any adjournment or postponement of the Annual Meeting. Our telephone number is (316) 722-3801, and our mailing address is 3527 North Ridge Road, Wichita, KS 67205. Our website address is www.curo.com . Information on our website is not a part of this proxy statement. When used in this proxy statement, the terms “we,” “us,” “our,” the “Company” or “CURO” refer to CURO Group Holdings Corp. and, unless the context requires otherwise, its subsidiaries. The Company’s annual report to stockholders (our “Annual Report”) for the fiscal year ended December 31, 2017, which includes the Company’s fiscal 2017 audited consolidated financial statements, accompanies this proxy statement. Although our Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement. 1 Table of Contents QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Why did I receive these materials? These materials are being provided to you in connection with our Board’s solicitation of proxies for use at the Annual Meeting. As a Stockholder, you are invited to attend the Annual Meeting and to vote in person or by proxy on the proposals described in this proxy statement. What is included in the proxy materials? The proxy materials include: • this proxy statement; and • our Annual Report. What am I voting on? Our Board is soliciting your vote for: • Proposal 1 : the election of two directors to serve three-year terms expiring at the 2021 annual meeting of stockholders; and • Proposal 2 : ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2018 fiscal year. What are the Board’s recommendations? Our Board recommends you vote: • FOR the election of two directors to serve three-year terms expiring at the 2021 annual meeting of stockholders ( Proposal 1 ); and • FOR ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2018 fiscal year ( Proposal 2 ). How can I get electronic access to the proxy materials? You may obtain a free copy of this proxy statement and other relevant documents that we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s website at www.sec.gov or www.amstock.com/corporate_proxy1.asp or by contacting our transfer agent, American Stock Transfer & Trust Company, LLC (in such capacity, our “Transfer Agent”) by telephone at (800) 937-5449 or by email at [email protected]. You may to elect to receive future proxy materials electronically by email at www.amstock.com/corporate_proxy1.asp , which will save us the cost of printing and mailing materials to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it. Who is entitled to vote at the Annual Meeting? Stockholders of record as of the close of business on March 9, 2018 (the “record date”) will be entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. How many votes do I have? On the record date, there were 45,561,419 shares of Common Stock outstanding. Each Stockholder is entitled to one vote for each outstanding share of Common Stock held as of the record date. 2 Table of Contents We refer to the total number of votes represented by our outstanding Common Stock as our total voting power. As of the record date, our Stockholders held 100% of the total voting power entitled to vote at the Annual Meeting. What is the difference between holding Common Stock as a holder of record and as a beneficial owner? • Common Stock of Record . If your Common Stock is registered directly in your name with our Transfer Agent, you are considered the Stockholder of record of those shares of Common Stock, and the proxy materials were sent directly to you. • Beneficial Owner of Common Stock . If your Common Stock is held in an account at a broker, bank or other nominee, then you are the beneficial owner of the Common Stock, and the proxy materials were sent either directly to you or were forwarded to you by your nominee. The nominee holding your account is considered the Stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the Common Stock held in your account. What is the quorum required for the Annual Meeting? A majority of our voting power outstanding on the record date must be present in person or represented by proxy at the Annual Meeting to hold the Annual Meeting and conduct business.