--- 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" generated_at: "2026-06-16T10:06:03.615029+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Encore shareholders approve 650K-share increase in incentive plan and officer exculpation charter amendment ## Summary - 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. ## SEC filing metadata - 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 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001084961-26-000050 - JSON: https://secwatch.observer/filing/0001084961-26-000050.json - Plain text: https://secwatch.observer/filing/0001084961-26-000050.txt ## Key facts - Governance Changes ENCORE CAPITAL GROUP INC: Amendment to Amended and Restated Certificate of Incorporation to provide for exculpation of officers from liability (effective 2026-06-12). - Change: charter amendment - Effective: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: say on pay frequency - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: director election - Outcome: passed - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1084961/000108496126000050/0001084961-26-000050-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.