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): January 27, 2022

 

OneMain Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

601 N.W. Second Street,

Evansville, Indiana 47708

(Address of principal executive offices)(Zip Code)

 

(812) 424-8031

(Registrant’s telephone number, including area code)

 

(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:

 

 

 

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. ☐

 

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New Director Election

 

On January 27, 2022, the Board of Directors (the “Board”) of OneMain Holdings, Inc. (the “Company”) elected Toos N. Daruvala to serve as an independent director on the Board, effective February 14, 2022 (the “Appointment Date”). Mr. Daruvala was elected a Class II director of the Board and will serve until the Company’s 2024 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board appointed Mr. Daruvala as a member of the Compliance and Risk Committees, effective on the Appointment Date.

Mr. Daruvala currently serves on the Board of the Royal Bank of Canada and is the Chairman of the Risk Committee. He holds seats on a number of other boards, including MIO Partners, the Advisory Board of the Ross School of Business at the University of Michigan and the Board of the New York Philharmonic. He is an adjunct professor and Executive-in-Residence at Columbia Business School.

Mr. Daruvala holds an MBA from the University of Michigan and a Bachelor of Technology in Electrical Engineering from the Indian Institute of Technology.

In accordance with the Company’s non-employee director compensation program for 2022, Mr. Daruvala will receive an annual cash retainer of $75,000 for service on the Board, $10,000 each for service on the Compliance and Risk Committees, and a grant of restricted stock units with an approximate value of $140,000 for his Board service, pro-rated in each case based on the number of days of his Board service in 2022. The foregoing is consistent with our non-employee director compensation program as described in our annual proxy statement filed with the Securities and Exchange Commission on April 13, 2021 (the “Proxy Statement”), and Mr. Daruvala will continue to participate in such program in future years. Mr. Daruvala is subject to our Director Stock Ownership Policy and is eligible to participate in our director deferral election program, in each case as described in our Proxy Statement.

 

Mr. Daruvala will enter into an indemnification agreement, effective as of the Appointment Date, pursuant to which the Company will indemnify him for certain actions taken in his capacity as a director of the Company, the form of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2018. There are no transactions between Mr. Daruvala and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

 

A copy of the Company’s press release announcing the election of Mr. Daruvala to the Board is attached as Exhibit 99.1 hereto. The Company continues to consider potential additional independent directors to serve on the Board.

 

The information in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

(d) Exhibits

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.

 

 

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