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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 under Rule 14a-12 |
NICHOLAS FINANCIAL, INC.
(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 Paid previously with preliminary materials |
|
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☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
NICHOLAS FINANCIAL, INC.
26133 US HWY 19 North
Suite #300
Clearwater, Florida 33763
(727) 726-0763
NOTICE OF ANNUAL MEETING
To the Stockholders of Nicholas Financial, Inc.:
NOTICE IS HEREBY GIVEN that the fiscal year 2024 Annual Meeting of Stockholders (the “Meeting”) of Nicholas Financial, Inc. (hereinafter called the “Company”) will be held at the offices of the Company’s legal counsel, Kutak Rock LLP, located at The Omaha Building, 1650 Farnam Street, Omaha, Nebraska 68102-2186, on Tuesday, September 24, 2024, at 10:00 a.m. Central Time for the following purposes:
5. to provide an advisory vote on the compensation for our named executive officers as disclosed in the Executive Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in the accompanying Proxy Statement (Proposal 3); and
Accompanying this Notice are a Proxy Statement and form of proxy card and/or voting instructions form.
Stockholders of record as of the close of business on August 13, 2024 will be entitled to attend and vote at the Meeting, or any adjournment or postponement thereof. A stockholder entitled to attend and vote at the Meeting is entitled to appoint a proxy holder to attend and vote in his or her stead.
Your vote is important. Whether or not you plan to attend the Meeting in person, we urge you to (i) read the notes on the form of proxy card and then complete, sign and return the proxy card within the time set forth in such notes (if you are a record holder); (ii) read the transfer agent’s voting instruction form or contact your bank or broker for instructions on voting (if you are a beneficial owner), and follow the instructions; or (iii) vote via Internet or by telephone by following the corresponding instructions on the form of proxy card or voting instruction form, as applicable.
The enclosed proxy is solicited by the Board of Directors of the Company but, as set out on the form of proxy card or voting instruction form, you may amend it if you so desire by inserting in the space provided the name of the person you wish to represent you at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on September 24, 2024
Pursuant to rules of the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, are available at https:// nicholasfinancial .com/?page_id=7397 .
DATED at Clearwater, Florida, August 23, 2024.
BY ORDER OF THE BOARD OF DIRECTORS
Charles Krebs
Corporate Secretary
NICHOLAS FINANCIAL, INC
26133 US HWY 19 North
Suite #300
Clearwater, Florida 33763
(727) 726-0763
PROXY STATEMENT
AS AT AND DATED August 23, 2024
This Proxy Statement accompanies the Notice of the 2024 Annual Meeting of Stockholders (the “Meeting”) of Nicholas Financial, Inc. (hereinafter called the “Company”) to be held on Tuesday, September 24, 2024, at 10:00 a.m. Central Time, at the offices of the Company's legal counsel, Kutak Rock LLP, located at The Omaha Building, 1650 Farnam Street, Omaha, Nebraska 68102-2186, and is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Meeting and at any adjournment thereof. Only record holders of the Company's common stock at the close of business on August 13, 2024, are entitled to vote at the Meeting. There is no cumulative voting with respect to the election of directors.
The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Annual Report”), together with this Proxy Statement and the accompanying form of proxy card or voting instruction form (“Proxy”), are first being mailed on or about August 23, 2024 to stockholders entitled to vote at the Meeting. Additional copies will be provided without charge upon written request to Nicholas Financial, Inc., 26133 US HWY 19 North, Suite #300, Clearwater, Florida 33763, Attention: Corporate Secretary. Exhibits filed with our Annual Report on Form 10-K will be provided upon written request, in the same manner as noted above.
REVOCABILITY OF PROXY
If the accompanying Proxy is completed, duly signed and returned, or the shares are duly voted via the Internet or by telephone, the shares represented thereby will be voted at the Meeting, unless the Proxy is revoked as described below. The giving of the Proxy does not affect the right to vote in person should the stockholders be able to attend the Meeting in person. If you would like to obtain directions to attend the Meeting in person, please contact Charles Krebs at (402) 658-0809.
The stockholder may revoke the Proxy at any time prior to the voting thereof. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by an instrument in writing executed by the stockholders or his attorney authorized in writing, or if the stockholders is a corporation, by a duly authorized officer or attorney thereof (such instrument, a “Notice of Revocation”), and deposited either at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or, as to any matter in respect of which a vote shall not already have been cast pursuant to such Proxy, with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deposits the Proxy is revoked. If you file a Notice of Revocation, you may then vote (or abstain from voting) your shares in person at the Meeting; however, if you are a beneficial owner, you must first obtain a proxy from the record holder to do so.
If you are a stockholder of record, you also may revoke your Proxy at any time before your shares are voted by submitting a duly executed proxy card bearing a later date. If you submit a later dated proxy card, then your shares will be voted in accordance with that later dated proxy card.
PERSONS MAKING THE SOLICITATION
THE ENCLOSED PROXY IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE COMPANY
Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse stockholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute proxies. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company.
VOTING SHARES AND OWNERSHIP
OF MANAGEMENT AND PRINCIPAL HOLDERS
As of the date of this Proxy Statement , the Company is authorized to issue 50,000,000 shares of Common Stock, $0.01 par value per share (the Common Stock) and 5,000,000 shares of Preferred Stock, $0.01 par value per share (the Preferred Stock). As of the close of business on August 13, 2024, the record date for determining stockholders entitled to notice of and to vote at the Meeting (the Record Date), there were issued and outstanding [7,305,942] shares of Common Stock entitled to vote at the Meeting and no shares of Preferred Stock. At the Meeting, on a show of hands, every stockholder present in person and entitled to vote shall have one vote, and on a poll, every stockholder present in person or represented by proxy and entitled to vote shall have one vote, in each case for each share of which such stockholder is the registered holder. Shares represented by proxy will only be voted on a poll.
The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of the Record Date regarding (i) each of the Company’s directors (including the nominees for election or re-election as directors), (ii) each of the Company’s named executive officers, (iii) all directors and officers as a group, and (iv) each person known by the Company to beneficially own, directly or indirectly, more than 5% of the outstanding shares of Common Stock. Except as otherwise indicated, each of the persons listed below has sole voting and investment power over the shares beneficially owned.,subject to community property laws, where applicable. Shares are beneficially owned when an individual has voting and /or investment power over the shares or could obtain voting and/or investment power over the shares within 60 days of the Record Date. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Nicholas Financial Inc., 26133 US HWY 19 North, Suite 300, Clearwater, Florida 33763.
|
Name |
|
Number Of
|
|
|
Percentage
|
|
||||||||||||||||||||||||||||
|
Michael Rost (1) |
|
|
6,000 |
|
|
* |
|
|||||||||||||||||||||||||||
|
Charles Krebs (2) |
|
|
2,436 |
|
|
* |
|
|||||||||||||||||||||||||||
|
Jeffrey Royal (3) |
|
|
68,293 |
|
|
* |
|
|||||||||||||||||||||||||||
|
Adam K. Peterson (4) (5) |
|
|
2,442,471 |
|
|
|
33.3 |
|
||||||||||||||||||||||||||
|
Jeremy Zhu (6) (7) |
|
|
632,352 |
|
|
|
8.7 |
|
||||||||||||||||||||||||||
|
Magnolia Capital Fund, LP (8) |
|
|
2,426,067 |
|
|
|
33.2 |
|
||||||||||||||||||||||||||
|
The TCW Group, Inc. (9) |
|
|
616,230 |
|
|
|
8.4 |
|
||||||||||||||||||||||||||
|
Entities affiliated with Pelham Investment Partners, LP (10) |
|
|
652,249 |
|
|
|
8.8 |
|
||||||||||||||||||||||||||
|
Westlake Services, LLC (11) |
|
|
500,000 |
|
|
|
6.9 |
|
||||||||||||||||||||||||||
|
Mark Hutchins (12) |
|
|
6,971 |
|
|
* |
|
|||||||||||||||||||||||||||
|
Brendan Keating (13) |
|
|
24,570 |
|
|
* |
|
|||||||||||||||||||||||||||
|
Irina Nashtatik (14) |
|
|
1,400 |
|
|
* |
|
|||||||||||||||||||||||||||
|
All directors and officers as a group (7 persons) (15) |
|
|
3,183,093 |
|
|
|
43.5 |
|
||||||||||||||||||||||||||
|
Name |
|
Age |
|
|
Principal Occupation And Other Information |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Jeffrey Royal (Chair) |
|
|
48 |
|
|
Jeffrey Royal has served as a director of the Company since October 2017 and as Chairman since January 17, 2019. Since January 2006, Mr. Royal has been the President of Dundee Bank located in Omaha, Nebraska. Prior to joining Dundee Bank, he was Second Vice President of First National Bank of Omaha. Mr. Royal also serves as a director for Boston Omaha Corporation, which Director Adam Peterson serves as the Co-CEO (see below). Mr. Royal received both his Bachelor’s and Master’s degree in Business Administration from Creighton University and completed the Stonier Graduate School of Banking at Georgetown University and the University of Pennsylvania.. |
|
|
|
|
||||
|
|
|
|
|
|
|
The Board believes that Mr. Royal provides the Board with considerable experience and knowledge of accounting and lending.
|
5
|
Mark R. Hutchins |
|
|
62 |
|
|
Mark R. Hutchins, has served as a member of our Board of Directors since October 2021. Mark served for over 37 years at KPMG, one of the world's leading professional services firms, first in the audit practice, then as leader of the West Coast advisory practice and Senior Relationship Partner for clients in a variety of industries, including financial services and technology. He was Managing Partner of KPMG's Pacific Southwest region, responsible for leading teams in eight offices across all functions, from 2006 through his retirement in September 2020. In addition he served on the Board of Directors of KPMG including as chairman of the Compensation Committee and the Audit Committee as well as serving on many significant non-profit boards. |
|
|
|
|
||||
|
|
|
|
|
|
|
The Board believes that Mr. Hutchin’s 37 years' experience in audit, consulting and numerous board roles qualifies him to be a member of the Board of Directors in light of the Company's business and structure. |
|
Adam K. Peterson |
|
|
42 |
|
|
Adam K. Peterson has served as a director of the Company since July 2017. Mr. Peterson serves as President, Chairperson, and CEO of Boston Omaha Corporation, a NYSE-listed company. Since June 2014, Mr. Peterson has served as the Manager of The Magnolia Group, LLC ("Magnolia Group"), an SEC-registered investment adviser and the general partner of Magnolia Capital Fund, LP. ("Magnolia Capital"). As of the Record Date, Magnolia Capital was the holder of approximately 33.2% of the Company's shares of Common Stock. Between November 2005 and June 2014, Mr. Peterson served as the Chief Investment Officer of Magnolia Capital Partners, LLC and related entities at a private family investment office, and from May 2004 through June 2006, he was a financial analyst for Peter Kiewit Sons, Inc. Mr. Peterson graduated with a BSBA with a concentration in Finance from Creighton University. |
|
|
|
|
||||
|
|
|
|
|
|
|
The Board believes that Mr. Peterson provides the Board with financial and business analytical experience as an investor who regularly scrutinizes public companies.
|
6
|
Brendan J. Keating |
|
|
42 |
|
|
Brendan J. Keating, has served as a member of our Board of Directors since October 2021. Mr. Keating is currently the Managing Partner of Local Asset Management, a Las Vegas based real estate investment firm started in May 2024. Prior to his time at Local, Mr. Keating served as Co-Managing Partner at Boston Omaha Asset Management from January 2023 to May 2024. Since March 2023, Mr. Keating has been the Chairman of Logic Real Estate Companies, LLC, a company based in Las Vegas, Nevada and formed in 2015 which provides commercial property brokerage services. Before being named Chairman, Mr. Keating served as Manager and CEO of Logic from July 2015 through March 2023. From 2005 to 2015, Mr. Keating was employed at The Equity Group, a company providing services to the commercial real estate market in brokerage, investment, management, development, consulting, tax appeal and facility maintenance services. Mr. Keating served as a principal of The Equity Group from 2007 to 2015. Mr. Keating has a B.S. in Finance and Entrepreneurship from Creighton University. |
|
|
|
|
||||
|
|
|
|
|
|
|
The Board believes that Mr. Keating's experience in commercial real estate brokerage, investment and management services qualifies him to be a member of the Board of Directors in light of the Company's business and structure.
|
|
Jeremy Q. Zhu |
|
|
51 |
|
|
Jeremy Q. Zhu has served as a director of the Company since September 2017. Mr. Zhu is the founder, and since December 2016 has been serving as Managing Director, of Sepulveda Management, LLC (“TCW Sepulveda”), previously known as Wedbush Opportunity Capital, LLC (“Wedbush”). TCW Sepulveda is an investment management company and SEC-registered investment adviser affiliated with the TCW Group, Inc. Between June 2007 and December 2016, Mr. Zhu served as the Managing Director and Senior Vice President of Wedbush, focusing on strategic growth initiatives, investments and acquisitions. Prior to joining Wedbush in 2003, Mr. Zhu worked at Lehman Brothers Venture Capital Group and CSC Kalchas Group, a strategy consultancy with numerous multinational corporations as clients. Mr. Zhu is served as a board member of CalWest Bancorp (OTC company) and as a board member of Community 1st Bancorp (OTC company) until each was sold in 2020 and 2017, respectively. Mr. Zhu received his Master’s in Engineering at Princeton University and a Bachelor of Science in Engineering at Cornell University. |
|
|
|
|
||||
|
|
|
|
|
|
|
The Board believes that Mr. Zhu brings a unique combination of leadership, financial and business analytical experience to the Board due to his extensive involvement within the financial industry and his service as a board member with several banking institutions. |
7
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Audit Committee recommend the ratification of the appointment of Forvis Mazars, LLP (Forvis Mazars) as Independent Registered Public Accounting Firm of the Company for the fiscal year ending March 31, 2025 and urge each stockholder to vote “FOR” such proposal. Abstentions will count as votes against this proposal. However, since brokers may exercise discretionary voting power with respect to this proposal, a stockholder's failure to provide voting instructions will not prevent a broker vote and can therefore affect the outcome of this proposal. Executed and unmarked Proxies in the accompanying form will be voted at the Meeting in favor of this proposal.
Effective August 15, 2022, the Audit Committee engaged Forvis Mazars as Independent Registered Public Accounting Firm (“Independent Auditors”) to provide audit services to the Company, including the audit of the Company’s annual consolidated financial statements and (if required) internal control over financial reporting, quarterly reviews of the condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, services performed in connection with filing this Proxy Statement and other reports with the U.S. Securities and Exchange Commission (“SEC”), attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting for the fiscal year ended March 31, 2024. Forvis Mazars has served as the Independent Registered Public Accounting Firm for the Company since August 2022.
Prior to August 15, 2022 RSM US LLP (RSM) provided certain audit services to the Company, including the audit of the Company’s annual consolidated financial statements and (if required) internal control over financial reporting, quarterly reviews of the condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, services performed in connection with filing proxy statements and information circulars and other reports with the SEC, attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting for periods prior to the fiscal year ended March 31, 2022. RSM acted as the Independent Registered Public Accounting Firm for the Company from June 2018 through June 2022.
The Audit Committee has appointed Forvis Mazars as Independent Auditors of the Company for the fiscal year ending March 31, 2025, and the Board of Directors and Audit Committee propose the ratification of such appointment. If our stockholders do not ratify the appointment of Forvis Mazars at the Meeting, then the Audit Committee will reconsider its selection of ForvisMazars; however, it is not required to change its selection.
We expect a representative of Forvis Mazars to be present at the Meeting or available at the Meeting to answer any appropriate questions and to make a statement with respect to the Company, if such representative so desires. No representative of RSM will be present at the Meeting or available at the Meeting to answer any questions or make any statements with respect to the Company.
Prior Change in Independent Registered Public Accounting Firm
On August 15, 2022 (the Effective Time), the Audit Committee approved the engagement of Forvis Mazars as the Company's new Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2023 and dismissed RSM as the Company's Independent Registered Public Accounting Firm, in each case effective immediately.
The audit reports of RSM on the Company's consolidated financial statements as of March 31, 2022 and 2021 and for the fiscal years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended March 31, 2022 and 2021, and in the subsequent interim period preceding the Effective Time, there were no disagreements with RSM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of RSM, would have caused RSM to make reference to the subject matter of the disagreement(s) in connection with its reports on the Company's financial statements for such fiscal years.
During the Company's fiscal years ended March 31, 2022 and 2021, and in the subsequent interim period preceding the Effective Time, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except as previously disclosed in the Company's Form 10-K for the fiscal year ended March 31, 2020, in which management identified two material weaknesses in internal control over financial reporting relating to the Company's Sarbanes-Oxley compliance program and design controls. As disclosed in the Company's Form 10-K for the fiscal year ended March 31, 2021, both weaknesses had been remediated as of March 31, 2021.
The Company provided RSM with a copy of the foregoing disclosures it was to make in a Form 8-K prior to the time the Form 8-K was filed with the SEC and requested that RSM furnish it with a letter addressed to the SEC stating whether RSM agreed with the above statements, and, if not, stating the respects in which it did not agree. A copy of RSM's letter, dated August 17, 2022, is filed as Exhibit 16.1 to that Form 8-K.
During the Company's fiscal years ended March 31, 2022 and 2021, and in the subsequent interim period preceding the Effective Time, neither the Company nor anyone acting on its behalf consulted with Forvis Mazars with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on
8
the Company's financial statements, and no written report or oral advice was provided to the Company that Forvis Mazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.
Vote Required
Assuming a quorum is present, approval of the ratification of the appointment of Forvis Mazars as Independent Auditors of the Company for the fiscal year ending March 31, 2025 requires that a simple majority of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote on this proposal vote in favor of such proposal.
Fees for Audit and Non-Audit Related Matters
The aggregate fees charged by Forvis Mazars during fiscal 2024 and 2023 and by RSM during fiscal 2023 for professional services rendered to the Company in connection with all audit and non-audit related matters were as follows:
|
|
|
Fiscal Year Ended
|
|
|||||||||||||||||||||||||||||||
|
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||||||||||||
|
Audit Fees (1) |
|
$ |
734,703 |
|
|
$ |
508,736 |
|
||||||||||||||||||||||||||
|
Audit Related Fees (2) |
|
$ |
17,850 |
|
|
$ |
12,600 |
|
||||||||||||||||||||||||||
|
Tax Fees (3) |
|
$ |
166,916 |
|
|
$ |
52,500 |
|
||||||||||||||||||||||||||
|
All Other Fees |
|
$ |
- |
|
|
$ |
- |
|
||||||||||||||||||||||||||
|
Name and Principal Position |
|
Fiscal
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
|
|
|
Option
|
|
|
Non-Equity
|
|
|
All Other
|
|
|
Total
|
|
|||||||||||
|
Michael Rost |
|
2024 |
|
|
250,752 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
31,118 |
|
|
|
306,870 |
|
||||
|
Chief Executive Officer |
|
2023 |
|
|
225,103 |
|
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
12,888 |
|
|
|
282,991 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Irina Nashtatik |
|
2024 |
|
|
227,920 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
31,118 |
|
|
|
359,038 |
|
||||
|
Former Chief Financial |
|
2023 |
|
|
203,846 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
26,370 |
|
|
|
280,216 |
|
||||
|
Officer and Corporate Secretary |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||||
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|||||||||||
|
|
|
Option Awards |
|
Stock Awards |
|
|||||||||||||||||||||||||||||
|
Name |
|
Number of
|
|
|
Number of
|
|
|
Equity
|
|
|
Option
|
|
|
Option
|
|
Number
|
|
|
Market
|
|
|
Equity
|
|
|
Equity
|
|
||||||||
|
Michael Rost |
|
|
5,000 |
|
|
|
- |
|
|
|
- |
|
|
|
12.68 |
|
|
11/6/2024 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Irina Nashtatik |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Former Chief Financial Officer and Corporate Secretary |
|
|
|
|
|
|
|
|
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Name |
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Fees
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Stock
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|
Option
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Total
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|
||||||||||||||
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Jeremy Q. Zhu |
|
|
61,000 |
|
|
|
— |
|
|
|
— |
|
|
|
61,000 |
|
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Adam K. Peterson |
|
|
61,000 |
|
|
|
— |
|
|
|
— |
|
|
|
61,000 |
|
||||||||||
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Jeffrey Royal |
|
|
61,000 |
|
|
|
— |
|
|
|
— |
|
|
|
61,000 |
|
||||||||||
|
Mark R. Hutchins |
|
|
61,000 |
|
|
|
— |
|
|
|
— |
|
|
|
61,000 |
|
||||||||||
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Brendan J. Keating |
|
|
61,000 |
|
|
|
— |
|
|
|
— |
|
|
|
61,000 |
|
||||||||||
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Year |
|
Summary Compensation Table Total for CEO (Rost) |
|
Compensation Actually Paid to CEO (Rost) (1) |
|
Summary Compensation Table Total for CEO (Marohn) |
|
Compensation Actually Paid to CEO (Marohn)(1) |
|
Average Summary Compensation Table Total for Non-CEO NEOs |
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Average Compensation Actually Paid to Non-CEO NEOs (1) |
|
Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (2) |
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Net Income (Loss) (millions) (3) |
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|||||||||
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(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
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2024 |
|
$ |
306,870 |
|
$ |
306,870 |
|
$ |
— |
|
$ |
— |
|
$ |
359,038 |
|
$ |
359,391 |
|
$ |
63.95 |
|
$ |
20.80 |
|
|
|
2023 |
|
$ |
282,991 |
|
$ |
282,991 |
|
$ |
208,052 |
|
$ |
(76,519 |
) |
$ |
208,216 |
|
$ |
277,525 |
|
$ |
58.16 |
|
$ |
(34.10 |
) |
(1) The dollar amounts reported in columns (c), (e) and (g) represent the amount of compensation actually paid to our CEOs and the average of the compensation actually paid to our Non-CEO NEOs. The dollar amounts reported as compensation actually paid do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years, as explained in the ensuing tables. Our CEO included for purposes of calculating the amounts in each applicable year are as follows: (i) for fiscal 2024, Michael Rost, (ii) for fiscal 2023, Michael Rost and Douglas W. Marohn and (iii) for fiscal 2022, Douglas W. Marohn. The only Non-CEO NEO for fiscal 2024, fiscal 2023 and fiscal 2022 was Irina Nashtatik. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
25
|
Fiscal Year |
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Reported Summary Compensation Table Total (i) |
|
Reported Value of Equity Awards(ii) |
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Equity Award Adjustments(iii) |
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Compensation Actually Paid |
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A |
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B |
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C |
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A+B+C |
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Company's CEO |
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2024 |
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$ |
306,870 |
|
|
- |
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- |
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$ |
306,870 |
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|
|
|
|
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Average of Non-CEO NEOs |
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|
|
|
|
|||||
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|
2024 |
|
$ |
359,038 |
|
|
- |
|
|
|
$ |
359,391 |
|
|
(i) Reflects the amounts (or the average amounts with regard to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table for the applicable years.
(ii) Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the Non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years.
(iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) as set forth in the chart below:
|
Fiscal Year |
|
Plus Year End Fair Value of Outstanding Unvested Equity Awards Granted in the Year |
|
Year over Year Change (Positive or Negative ) in Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Prior Years |
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Year over Year Change (Positive or Negative ) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
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Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
Total Equity Award Adjustments |
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||||||
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Company's CEO |
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|
||||||
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|
2024 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
Average of Non-CEO NEOs |
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|
|
|
|
||||||
|
|
2024 |
|
|
- |
|
$ |
143 |
|
$ |
210 |
|
|
- |
|
$ |
353 |
|
(2) Total Shareholder Return, or TSR, reflects the cumulative return of a $100 investment from the beginning of fiscal 2022 through the end of each of the fiscal years in the table, calculated in accordance with Item 201(e) of Regulation S-K.
(3) The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements for the applicable year.
26
Compensation Actually Paid vs. Cumulative TSR of the Company
The following graph compares the relationship between the amount of compensation actually paid to our CEOs and the average compensation actually paid to our Non-CEO NEOs with the Company’s cumulative TSR over the three years presented in the table.
Compensation Actually Paid vs. Net Income (Loss)
The following graph compares the relationship between the amount of compensation actually paid to our CEOs and the average compensation paid to our Non-CEO NEOs with our net income (loss) over the three years presented in the table.
27
RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Related Persons
Since the beginning of the Company’s fiscal year ended March 31, 2023, there have been no transactions with related persons, and there are no currently proposed transactions with related persons, required by applicable SEC rules and regulations to be disclosed hereunder. No director or executive officer of the Company, no nominee for election as a director of the Company, and no associate or affiliate of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s fiscal year ended March 31, 2023.
Review, Approval, and/or Ratification of Transactions with Related Persons
The Company recognizes that transactions involving related persons can present potential or actual conflicts of interest and create the appearance that the Company’s business decisions are based on considerations other than the best interests of its stockholders. Therefore, in accordance with the terms of its charter, the Audit Committee of the Board will review and approve all transactions involving related persons. The policy covers, and is not limited to, the SEC’s threshold requirements involving related person transactions.
General Policy
Transactions involving related persons must be approved, or ratified if pre-approval is not feasible, by the Audit Committee of the Board consisting solely of independent directors, who will approve or ratify the transaction only if they determine that it is in the best interests of the Company’s stockholders. In considering the transaction, the Audit Committee will consider all relevant factors, including, as applicable: (i) the business rationale for entering into the transaction; (ii) available alternatives to the transaction; (iii) whether the transaction is on terms no less favorable than terms generally available to an unrelated third-party under the same or similar circumstances; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction. The Audit Committee will also periodically monitor ongoing transactions involving related persons to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.
Procedures
Ongoing transactions involving related persons shall be reviewed by the Audit Committee on an annual basis at the first regularly scheduled meeting of the fiscal year.
Since the beginning of the Company’s last fiscal year, there have been no transactions required to be reported under the applicable SEC rules where such policies and procedures did not require review, approval or ratification or where such policies and procedures were not followed.
28
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company, no nominee for election as a director of the Company, no person who has been a director or executive officer of the Company since the commencement of the Company’s last completed fiscal year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership or securities or otherwise, in any matter to be acted upon at the Meeting.
STOCKHOLDER PROPOSALS
Only stockholders of record as of August 13, 2024, are entitled to bring business before the Meeting or make nominations for directors. Stockholder proposals submitted for presentation at the Meeting must have been received by the Secretary of the Company at its home office no earlier than April 26, 2024, and no later than May 26, 2024 (the "Notice Period"). Stockholder proposals submitted for presentation at the Annual Meeting received before or after the Notice Period will be considered untimely. The notice for any such proposal must contain (i)(A) the name and address of the stockholder delivering the notice and a statement with respect to the amount of the Company's stock beneficially and/or legally owned by such stockholder. (B) the nature of any such beneficial ownership of such stock, (C) the beneficial ownership of any such stock legally held by such stockholder but beneficially owned by one or more others, and (D) the length of time for which all such stock has been beneficially or legally owned by such stockholder, and (ii) information about each nominee for election as a director substantially equivalent to that which would be required in a proxy statement pursuant to the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, or (iii) a description of the proposed business to be brought before the meeting, as the case may be. The foregoing notice requirements shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Company of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder's proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting.
In order to be included in the Company's Proxy Statement and form of proxy relating to next year's Meeting, stockholder proposals must be submitted by April 25, 2025, to the Secretary of the Company at its principal executive offices. The inclusion of any such proposal in such proxy material shall be subject to the requirements of the proxy rules adopted under the Exchange Act. Pursuant to Section 2.7 of the Company's Bylaws, nominations for directors or stockholder proposals submitted for presentation at next year's Meeting (other than proposals submitted for inclusion in the Company's Proxy Statement and form of proxy) must have been received by the Sectary of the Company at its principal executive offices no earlier than April 25, 2025 and no later than May 25, 2025. Any such nominations or proposals must be in accordance with the requirements and procedures outlined in the Company's Bylaws and summarized above in this section.
HOUSEHOLDING
As permitted by SEC rules, only one set of proxy materials is being delivered to multiple stockholders sharing a household unless we received contrary instructions from one or more of such holders prior to the mailing date. In that case, we undertake to deliver promptly on written or oral request made to Nicholas Financial, Inc., 26133 US HWY 19 North, Suite #300, Clearwater, Florida 33763 (Attn: Chief Financial Officer) or (727) 726-0763, a separate set of the proxy materials. A stockholder can direct us to mail separate sets in the future by request made to the same address or phone number. In addition, a stockholder can request that only a single set be sent to a household that is currently receiving multiple sets, also by directing their request to such address and phone number.
OTHER MATTERS
MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL, ON A POLL, BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.
Dated this 23rd day of August, 2024
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey C. Royal
Chairman of the Board
29
30
P.O. BOX 8016, CARY, NC 27512-9903 Internet: Nicholas Financial, Inc. www.proxypush.com/NICK Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote For Shareholders of record as of August 13, 2024 Tuesday, September 24, 2024 10:00 AM, Central Time The Omaha Building 1650 Farnam Street, Omaha, Nebraska 68102-2186 Phone: 1-866-485-1031 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 10:00 AM, Central Time, September 24, 2024. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Jeffrey Royal and Mark Hutchins (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Nicholas Financial, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS' RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved
Nicholas Financial, Inc. Annual Meeting of Shareholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 BOARD OF DIRECTORS PROPOSAL YOUR VOTE RECOMMENDS 1. To elect five directors to hold office until the 2025 Annual Meeting of Stockholders, until their respective successors are duly elected and qualified. FOR WITHHOLD 1.01 Jeffrey Royal FOR 1.02 Mark Hutchins FOR 1.03 Adam Peterson FOR 1.04 Brendan Keating FOR 1.05 Jeremy Zhu FOR FOR AGAINST ABSTAIN 2. To ratify the appointment of Forvis Mazars, LLP as the Company's Independent Registered FOR Public Accounting Firm for the fiscal year ending March 31, 2025. 3. To provide an advisory vote on the compensation for our named executive officers as disclosed in FOR the Executive Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in the accompanying Proxy Statement. Check here if you would like to attend the meeting in person. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Signature (if held jointly)