8-K
filed May 7, 2026, 7:59 PM ET
ticker PRG
CIK 0001808834
leadership
confidence high
sentiment positive
materiality 0.65
PROG Holdings CEO Steve Michaels appointed Chairman; receives $5M RSU grant; declares $0.14 dividend
PROG Holdings, Inc.
- Steven A. Michaels named Chairman of the Board, effective May 7, 2026; Ray M. Robinson becomes Lead Independent Director.
- Board grants Michaels $5M in RSUs vesting over 3rd-5th anniversaries; aligns with long-term shareholder value.
- All 10 director nominees elected at May 6 annual meeting; say-on-pay, auditor ratification, equity plan amendment approved.
- Quarterly cash dividend of $0.14/share declared, payable June 2, 2026 to holders of record May 19, 2026.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ray M. Robinson was appointed as Lead Independent Director at PROG Holdings, Inc..
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
Mr. Michaels succeeds Ray M. Robinson, who has been appointed Lead Independent Director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven A. Michaels was elected as Chairman of the Board at PROG Holdings, Inc..
- Action
- elected
- Role
- Chairman of the Board
Exact text from the filing
On May 7, 2026, PROG Holdings, Inc. (the "Company") announced that the Company's Board of Directors (the "Board") has elected Steven A. Michaels, the Company's President and Chief Executive Officer, to the additional position of Chairman of the Board, effective immediately.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PROG Holdings, Inc. shareholders approved Approval of a non-binding resolution to approve the Company’s executive compensation at the 2026-05-06 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation For Against Abstain Non-Votes 31,949,347 2,782,090 203,594 1,950,037
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PROG Holdings, Inc. shareholders approved Amendment to the PROG Holdings, Inc. Amended and Restated 2015 Equity and Incentive Plan at the 2026-05-06 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
Proposal 4 – Amendment to the PROG Holdings, Inc. Amended and Restated 2015 Equity and Incentive Plan For Against Abstain Non-Votes 31,505,553 3,224,113 205,365 1,950,037
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PROG Holdings, Inc. shareholders approved Election of directors at the 2026-05-06 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
Proposal 1 – Election of directors For Against Abstain Non-Votes Douglas C. Curling 33,175,505 1,685,740 73,786 1,950,037 Cynthia N. Day 31,924,829 2,951,953 58,249 1,950,037 Curtis L. Doman 34,323,308 538,456 73,267 1,950,037 Robert K. Julian 33,452,270 1,409,067 73,694 1,950,037 Ray M. Martinez 33,377,847 1,477,068 80,116 1,950,037 Steven A. Michaels 33,375,195 1,486,572 73,264 1,950,037 Daniela Mielke 34,326,307 545,042 63,682 1,950,037 Ray M. Robinson 32,364,633 2,489,665 80,733 1,950,037 Caroline S. Sheu 33,317,940 1,536,952 80,139 1,950,037 James P. Smith 31,446,271 3,415,068 73,692 1,950,037
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PROG Holdings, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026 at the 2026-05-06 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026 For Against Abstain Non-Votes 34,859,061 1,954,579 71,428 —
View on SEC.gov
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