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DLLR > SEC Filings for DLLR > Form 8-K on 9-May-2013All Recent SEC Filings

Show all filings for DFC GLOBAL CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DFC GLOBAL CORP.


9-May-2013

Change in Directors or Principal Officers, Other Events, Financial Statements an


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2013, DFC Global Corp. ("DFC") and Jeffrey A. Weiss amended Mr. Weiss' employment agreement with DFC and Dollar Financial Group, Inc. (together with DFC, the "Company") to eliminate Mr. Weiss' right to receive, and the Company's obligation to pay, a tax gross-up payment intended to place Mr. Weiss in the same after-tax position he would be in if no excise tax were payable in the event Mr. Weiss receives parachute payments within the meaning of section 280G of the Internal Revenue Code (the "Amendment"). The Amendment was approved by the DFC Board of Directors (the "Board") and its Human Resources and Compensation Committee (the "Committee").

A public announcement regarding the Amendment was made by means of a press release on May 8, 2013, the text of which is set forth in Exhibit 99.1 to this Current Report on Form 8-K. This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01. Other Events.

On April 30, 2013, the Board and the Committee approved a clawback policy (the "Clawback Policy"), an executive officer stock ownership policy (the "Stock Ownership Policy") and a director and executive officer hedging policy (the "Anti-Hedging Policy"), each of which is described below.

The Clawback Policy requires the Board, under certain circumstances, to seek recovery or reimbursement of incentive performance and equity awards made to an executive officer on or after July 1, 2013 if the Board, on the recommendation of the Committee, determines that such executive officer's intentional misconduct or gross negligence was a contributing factor to DFC having to restate its financial statements.

The Stock Ownership Policy, effective as of July 1, 2013, requires DFC's executive officers to attain certain minimum ownership positions, as set forth below, in certain time periods.

            Position                       Minimum Ownership Position

            Chief Executive Officer              5x base salary

            President                            3x base salary

            Chief Operating Officer              3x base salary

            Chief Financial Officer              3x base salary

            All other Executive Officers         1x base salary

The Anti-Hedging Policy prohibits DFC's directors and executive officers from entering into hedging or monetization transactions that are based on DFC's securities, and restricts their ability to hold certain DFC securities in a margin account or to pledge such securities as collateral for a loan.

The public announcement regarding the Clawback Policy, the Stock Ownership Policy and the Anti-Hedging Policy was made by means of a press release on May 8, 2013, the text of which is set forth in Exhibit 99.1 to this Current Report on Form 8-K. Each summary of the Clawback Policy, the Stock Ownership Policy and the Anti-Hedging Policy is qualified in its entirety by reference to the full text of such policies, which are filed as Exhibits 99.2, 99.3 and 99.4, respectively, attached to this Current Report on Form 8-K and each is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1    Amendment to Employment Agreement dated as of May 8, 2013 by and among
        Dollar Financial Group, Inc., DFC Global Corp. and Jeffrey A. Weiss

99.1    Press Release dated as of May 8, 2013

99.2    DFC Global Corp. Clawback Policy

99.3    DFC Global Corp. Executive Officer Stock Ownership Policy

99.4    DFC Global Corp. Director and Officer Hedging Policy


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