{"schema_version":"secwatch.filing_event.v1","accession":"0001084961-26-000050","form_type":"8-K","ticker":"ECPG","cik":"0001084961","company_name":"ENCORE CAPITAL GROUP INC","filed_at":"2026-06-16T00:40:32+00:00","discovered_at":"2026-06-16T10:05:00.310514+00:00","generated_at":"2026-06-16T10:06:03.615029+00:00","sec_items":["5.02","5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Encore shareholders approve 650K-share increase in incentive plan and officer exculpation charter amendment","bullets":["Shareholders approved A&R 2017 Incentive Award Plan, increasing share reserve by 650,000 shares.","Certificate of incorporation amended to provide officer exculpation under Delaware law.","All eight director nominees elected; say-on-pay approved; BDO USA, P.C. ratified as auditor.","Non-binding vote on say-on-pay frequency: every year; board to hold annual vote until 2032.","A&R Plan removes fixed expiration, eliminates fungible share ratio, updates consultant definition."],"urls":{"canonical":"https://secwatch.observer/filing/0001084961-26-000050","json":"https://secwatch.observer/filing/0001084961-26-000050.json","markdown":"https://secwatch.observer/filing/0001084961-26-000050.md","text":"https://secwatch.observer/filing/0001084961-26-000050.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/ecpg-20260612.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T10:06:03.615029+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6840f47423a723312eb3d9c788d58d5ebb4f38e4","claim":"ENCORE CAPITAL GROUP INC: Amendment to Amended and Restated Certificate of Incorporation to provide for exculpation of officers from liability (effective 2026-06-12).","evidence_excerpt":"At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company from liability, as permitted by the Delaware General Corporation Law. On June 12, 2026, the Company filed a certificate of amendment with the Secretary of State of the State of Delaware, which became effective upon filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-06-12"}],"fact_type":"governance_change"},{"claim_id":"22046400ce5d8f1c3ee605be53a3be4d540373a2","claim":"ENCORE CAPITAL GROUP INC shareholders voted on Non-binding vote to recommend the frequency of future non-binding stockholder votes to approve the compensation of the Company’s named executive officers. at the 2026-06-12 meeting.","evidence_excerpt":"The sixth proposal was to recommend, in a non-binding vote, the frequency of future non-binding stockholder votes to approve the compensation of the Company’s named executive officers. In a non- binding vote, the Company’s stockholders recommended a non-binding vote to approve the compensation of the Company’s named executive officers every year, with the following votes tabulated: One Year Two Years Three Years Abstain Broker Non-Vote 17,429,161 12,878 908,853 9,259 1,020,746","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"2909255d7389e8702837db4cdf0a3cf8d4a21201","claim":"ENCORE CAPITAL GROUP INC shareholders approved Non-binding vote to approve the compensation of the Company’s named executive officers. at the 2026-06-12 meeting.","evidence_excerpt":"The second proposal was a non-binding vote to approve the compensation of the Company’s named executive officers. In a non-binding vote, the compensation of the Company’s named executive officers was approved, with the following votes tabulated: For Against Abstain Broker Non-Vote 17,997,698 313,483 48,970 1,020,746","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"716da85e6825331d4e139eeab4c8f4318f6296c7","claim":"ENCORE CAPITAL GROUP INC shareholders approved Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-12 meeting.","evidence_excerpt":"The third proposal was the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated: For Against Abstain Broker Non-Vote 18,999,367 369,506 12,024 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"782a38dd4d20a5641f38ad5a9da27c886b296aa7","claim":"ENCORE CAPITAL GROUP INC shareholders approved Approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan. at the 2026-06-12 meeting.","evidence_excerpt":"The fourth proposal was to approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan. The Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan was approved, with the following votes tabulated: For Against Abstain Broker Non-Vote 17,191,591 1,159,793 8,767 1,020,746","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"8a7625b932a7c7c124e8e6e05afc56a521585ddd","claim":"ENCORE CAPITAL GROUP INC shareholders approved Election of eight directors: Michael P. Monaco, William C. Goings, Ashwini (Ash) Gupta, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard P. Stovsky and Ashish Masih at the 2026-06-12 meeting.","evidence_excerpt":"The first proposal was for the election of the following eight directors: Michael P. Monaco, William C. Goings, Ashwini (Ash) Gupta, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard P. Stovsky and Ashish Masih. All eight directors were elected, with the following votes tabulated: For Withhold Broker Non-Votes Michael P. Monaco 18,044,582 315,569 1,020,746 William C. Goings 16,654,942 1,705,209 1,020,746 Ashwini (Ash) Gupta 18,153,822 206,329 1,020,746 Jeffrey A. Hilzinger 17,847,500 512,651 1,020,746 Angela A. Knight 18,002,444 357,707 1,020,746 Laura Newman Olle 18,013,725 346,426 1,020,746 Richard P. Stovsky 18,287,014 73,137 1,020,746 Ashish Masih 18,248,642 111,509 1,020,746","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"a51045bf9db952a16913f68f5504b2d5a74d052f","claim":"ENCORE CAPITAL GROUP INC shareholders approved Approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers. at the 2026-06-12 meeting.","evidence_excerpt":"The fifth proposal was to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers. The amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers was approved, with the following votes tabulated: For Against Abstain Broker Non-Vote 16,593,440 1,758,739 7,972 1,020,746","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-12"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}