tm212561-1_def14a - none

DEF 14A 1 tm212561-1_def14a.htm DEF 14A tm212561-1_def14a - none - 8.6719275s

TABLE OF CONTENTS

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 §240.14a-12

OneMain Holdings, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

April 13, 2021

Dear Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to attend our 2021 Annual Meeting of Stockholders, which will be held on May 25, 2021 at 1:00 p.m. local time, at our offices located at 1011 Centre Road, Suite 402, Wilmington, Delaware 19805* (the “Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying materials.

Whether or not you attend the meeting in person, it is important that your shares be represented and voted. In addition to voting in person, stockholders may vote via a toll-free telephone number or over the Internet. Stockholders who request a paper copy of the Proxy Statement and Combined Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) by mail may also vote by completing, signing, and mailing the enclosed proxy card promptly in the return envelope provided. You can, of course, vote in person at the meeting, but you are encouraged to send in the proxy card, or vote online or by telephone, to ensure your vote is counted should you be unable to attend for any reason. You may revoke your proxy and vote in person at the meeting if you choose to do so.

Sincerely,

Douglas H. Shulman
President, Chief Executive Officer &
Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 25, 2021: This Notice of Annual Meeting and Proxy Statement and the 2020 Annual Report are available on the Internet at www.proxyvote.com.

Please note the caution regarding possible alternative arrangements for the Annual Meeting in the Notice of the 2021 Annual Meeting of Stockholders.

TABLE OF CONTENTS

ONEMAIN HOLDINGS, INC.

601 NW Second Street
Evansville, Indiana 47708

April 13, 2021

NOTICE OF THE
2021 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			May 25, 2021 1:00 p.m., local time
	Place:			1011 Centre Road, Suite 402 Wilmington, Delaware 19805*
	Meeting Agenda:			1. To elect three Class II directors, Lisa Green Hall, Matthew R. Michelini, and Douglas H. Shulman, to serve until the 2024 Annual Meeting and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation, or removal.
				2. To approve the OneMain Holdings, Inc. Employee Stock Purchase Plan.
				3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for OneMain Holdings, Inc. for the year ending December 31, 2021.
				4. Such other business as may be properly brought before the meeting or any adjournments or postponements thereof.
	Record Date:			In order to vote, you must have been a stockholder at the close of business on March 31, 2021.
	Voting Options:			You have three options for submitting your vote before the Annual Meeting: • Internet, through computer or mobile device such as a tablet or smartphone; • Telephone; or • Mail

Please vote as soon as possible, even if you plan to attend the Annual Meeting.

By order of the Board of Directors,

Jack R. Erkilla
Senior Vice President,
Deputy General Counsel & Secretary

We are actively monitoring the public health and travel safety concerns relating to the evolving COVID-19 situation and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event we determine that it is not possible or advisable to hold our annual meeting as currently planned, we will publicly announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in a different location or solely by means of remote communication (i.e., a virtual-only annual meeting). If you are planning to attend our annual meeting, please check the Investor Relations section of our website, which can be accessed at http://investor.onemainfinancial.com, prior to the meeting date for any updated information.

TABLE OF CONTENTS

	PROXY STATEMENT					1
	ANNUAL MEETING AND VOTING Q&A					1
	What is this document?					1
	Who pays the cost of soliciting proxies?					1
	How is the Company distributing proxy materials?					1
	When and where will the Annual Meeting be held?					1
	What is the structure of our Board of Directors?					1
	What matters will the stockholders vote on at the meeting?					2
	What are the Board’s voting recommendations?					2
	Who may vote at the meeting?					2
	How do I vote and what are the voting deadlines?					2
	What If I Am a “Beneficial Owner?”					2
	What is the effect of abstentions and broker “non-votes”?					2
	Can I change my voting instructions before the meeting?					3
	Is my vote confidential?					3
	How many votes do I have?					3
	Who will tabulate and count the votes?					3
	How many shares of stock are eligible to vote at the Annual Meeting?					3
	How many shares must be present to hold the Annual Meeting?					3
	How many votes are required to elect directors and adopt other proposals?					3
	How do I attend the Annual Meeting?					4
	What if the Annual Meeting cannot be held as currently scheduled?					4
	Where can I find the voting results of the Annual Meeting?					4
	CORPORATE GOVERNANCE					5
	Governing Documents					5
	Corporate Governance Guidelines					5
	Codes of Conduct					5
	Board’s Role in Risk Oversight					5
	Independent Directors					6
	Presiding Independent Director					6
	Environmental, Social, and Governance Responsibility					6
	Board, Committee, and Annual Meeting Attendance					6
	Communications with the Board of Directors					6
	Communications with the Audit Committee					7
	Criteria and Procedures for Selection of Director Nominees					7
	BOARD OF DIRECTORS					9
	Committees of the Board of Directors					9
	PROPOSAL 1: ELECTION OF DIRECTORS					12
	Class II Director Nominees — Terms expire in 2024					12
	Class III Directors — Terms expire in 2022					13
	Class I Directors — Terms expire in 2023					14
	EXECUTIVE OFFICERS					17

TABLE OF CONTENTS

	EXECUTIVE COMPENSATION					19
	Compensation Committee Report					19
	Compensation Discussion and Analysis					19
	Summary Compensation Table for 2020					31
	Grants of Plan-Based Awards for 2020					33
	Outstanding Equity Awards at Fiscal Year-End for 2020					34
	Options Exercised and Stock Vested for 2020					36
	Pension Benefits for 2020					37
	Nonqualified Deferred Compensation for 2020					37
	Potential Payments Upon Termination or Change-In-Control for 2020					38
	Pay Ratio Disclosure					40
	Non-Employee Director Compensation					40
	Director Stock Ownership Policy					41
	Director Deferral Election Program					41
	Director Compensation Table for 2020					42
	Letter Agreement with Our Former Chairman of the Board					42
	Compensation Committee Interlocks and Insider Participation					42
	Equity Compensation Plan Information					43
	PROPOSAL NO. 2 — APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN					44
	Material Terms of the ESPP					44
	New Plan Benefits					46
	Federal Income Tax Consequences					46
	Vote Required and Board Recommendation					46
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					47
	Apollo-Värde Transaction					47
	Amended and Restated Stockholders Agreement					47
	Transactions with Affiliates					49
	Related Party Transactions Policy and Procedures					50
	AUDIT FUNCTION					52
	Audit Committee Report					52
	Audit Committee’s Pre-Approval Policies and Procedures					52
	Independent Auditor Tenure and Rotation					53
	Independent Registered Public Accounting Firm Fees and Services					53
	PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					54
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					55
	IMPORTANT ADDITIONAL INFORMATION					58
	COMPANY REPORTS					59
	ANNEX A: EMPLOYEE STOCK PURCHASE PLAN					A-1

TABLE OF CONTENTS

PROXY STATEMENT

This Proxy Statement and the accompanying materials are being made available to OneMain Holdings, Inc. stockholders beginning on or about April 13, 2021. In this Proxy Statement, “OMH” refers to OneMain Holdings, Inc., and the “Company,” “we,” “us,” or “our” may refer to OneMain Holdings, Inc. or to it and one or more of its subsidiaries, as the context may require. This Proxy Statement contains information to assist you in voting your shares on the matters to be presented at the Company’s 2021 Annual Meeting of Stockholders to be held on May 25, 2021 (the “Annual Meeting”).

ANNUAL MEETING AND VOTING Q&A

What is this document?

A: This document is called a Proxy Statement. This Proxy Statement includes information regarding the matters to be acted upon at the Annual Meeting and certain other information required by the Securities and Exchange Commission or “SEC” and the rules of the New York Stock Exchange or “NYSE”. This Proxy Statement is used by the Company’s Board of Directors to solicit proxies to be voted at the Annual Meeting. Proxies are solicited to give all stockholders an opportunity to vote on the matters to be presented at the Annual Meeting, even if they cannot attend the meeting.

Who pays the cost of soliciting proxies?

A: We are making this solicitation and will pay all costs of soliciting proxies. The solicitation of proxies or votes may be made by mail, in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We also will reimburse brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy and solicitation materials to stockholders.

How is the Company distributing proxy materials?

A: We are using the SEC rule that allows companies to furnish proxy materials to their stockholders over the Internet. In accordance with this rule, on or about April 13, 2021, we mailed a Notice of Internet Availability to all stockholders entitled to vote at the Annual Meeting. By doing so, we save costs and reduce our impact on the environment. The Notice tells you how to:

•

view our proxy materials for the Annual Meeting, including this proxy statement and the OneMain Holdings, Inc. Combined Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), on the Internet and vote; and

•

instruct us to send proxy materials to you by mail or email.

You may also request delivery of an individual copy of the Proxy Statement and 2020 Annual Report by contacting us by mail at OneMain Holdings, Inc., c/o Secretary, 601 NW Second Street, Evansville, Indiana 47708 or by calling our Investor Relations department at (812) 492-2582.

When and where will the Annual Meeting be held?

A: The meeting will be held on May 25, 2021, at our corporate offices located at 1011 Centre Road, Suite 402, Wilmington, Delaware 19805, beginning at 1:00 p.m., local time. Stockholders may obtain directions to the location of the meeting by contacting the Company’s Secretary at 601 NW Second Street, Evansville, Indiana 47708, Telephone: (812) 424-8031. See “What if the Annual Meeting cannot be held as currently scheduled?” below for more information.

What is the structure of our Board of Directors?

A: Our Board consists of nine members divided evenly into three classes, although currently we have eight directors and one vacancy following the resignation of our former Chairman. The Board has elected a new independent director to fill the vacancy, effective June 1, 2021. Each class serves a three-year term. Three Class II directors are up for re-election at the Annual Meeting.

TABLE OF CONTENTS

What matters will the stockholders vote on at the meeting?

You will be voting on the following:

elect three Class II directors, Lisa Green Hall, Matthew R. Michelini, and Douglas H. Shulman, to serve until the 2024 Annual Meeting, and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal (the “Director Election Proposal”);

to approve the OneMain Holdings, Inc. Employee Stock Purchase Plan (the “ESPP Proposal”).

to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (the “Ratification of Auditors Proposal”); and

to consider and act upon any other business that may properly come before the meeting or any adjournment or postponement thereof.

What are the Board’s voting recommendations?

A:	1. Director Election Proposal	FOR each of the three nominees named in this Proxy Statement
	2. ESPP Proposal	FOR
	3. Ratification of Auditors Proposal	FOR

Who may vote at the meeting?

A. All stockholders who owned shares of Company common stock at the close of business on the record date of March 31, 2021 may attend and vote at the meeting.

How do I vote and what are the voting deadlines?

A. You can vote either in person at the meeting or by proxy whether you attend the meeting or not. You can vote by telephone or Internet by following the instructions on the proxy card. If you are a registered holder of shares of Company common stock, you can also vote by mail by completing, signing, dating, and returning your proxy card. If you hold your shares of our common stock beneficially in street name, you may submit proxies by following the voting instructions provided by your broker, bank, or other nominee. See “What If I Am A ‘Beneficial Owner?’” below for more information. If you sign your proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board. The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on May 24, 2021.

What If I Am a “Beneficial Owner?”

A: If you are a “beneficial owner,” also known as a “street name” holder (that is, you hold your shares of our common stock through a broker, bank or other nominee), you will receive voting instructions (including, if your broker, bank, or other nominee elects to do so, instructions on how to vote your shares by telephone or over the Internet) from the record holder, and you must follow those instructions to have your shares voted at the Annual Meeting.

What is the effect of abstentions and broker “non-votes”?

A: The inspector will treat valid proxies marked “abstain” or proxies required to be treated as broker “non-votes” as present for purposes of determining whether there is a quorum at the Annual Meeting. A broker non-vote occurs when you fail to provide your broker with voting instructions on a particular proposal and the broker does not have discretionary authority to vote your shares on that particular proposal because the proposal is not considered a “routine” matter. The only routine matter scheduled to be voted upon at the Annual Meeting is the Ratification of Auditors Proposal. The Director Election Proposal and the ESPP Proposal are considered non-routine; therefore, broker non-votes may exist in connection with those proposals. Accordingly, if you hold your shares in “street name” through a broker or other nominee, it is critical that you instruct your broker or other nominee how to vote on the Director Election Proposal and the ESPP Proposal if you want your vote to count.

TABLE OF CONTENTS

Abstentions and broker non-votes with respect to the Director Election Proposal will have no effect on the outcome of the Director Election Proposal. Abstentions will have the effect of a vote against the ESPP Proposal. Broker non-votes will have no effect on the outcome of the ESPP Proposal. No broker non-votes are expected in connection with the Ratification of Auditors Proposal, which is considered a routine matter.

Can I change my voting instructions before the meeting?

You may revoke your proxy at any time before it is voted at the Annual Meeting by:

•

delivering a written notice of revocation to our Secretary at 601 NW Second Street, Evansville, Indiana 47708;

•

submitting another signed proxy card with a later date;

•

submitting another proxy by telephone or over the Internet at a later date; or

•

attending the Annual Meeting and voting in person

If your shares are held in “street name,” please follow the directions given by the institution that holds your shares to change or revoke your voting instructions.

Is my vote confidential?

A: We keep all proxies, ballots, and voting tabulations confidential as a matter of practice. We permit only our inspector of election to examine these documents. If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to our management and the Board to review your comments.

How many votes do I have?

A: You will have one vote for each share of Company common stock that you owned at the close of business on March 31, 2021, the record date for the meeting.

Who will tabulate and count the votes?

A: Representatives or agents of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the Company’s inspector of election.

How many shares of stock are eligible to vote at the Annual Meeting?

A: At the close of business on March 31, 2021, there were a total of 134,477,096 shares of Company common stock issued and outstanding and eligible to vote at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A: The holders of a majority of the shares of Company common stock outstanding as of the record date and entitled to vote at the Annual Meeting must be present, in person or by proxy, in order to hold the Annual Meeting and conduct business. This is called a quorum. In determining whether a quorum is present, shares represented by votes to withhold, abstentions, and broker non-votes will be deemed present at the Annual Meeting. Once a share is deemed present for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting.

How many votes are required to elect directors and adopt other proposals?

A: Proposal 1—Director Election Proposal: Directors are elected by a plurality of the votes of holders of shares present, in person or by proxy, and entitled to vote at a meeting of stockholders at which a quorum is present. Accordingly, the three nominees named in this proxy statement with the highest number of “FOR” votes will be elected. Votes to withhold and broker non-votes, if any, will not have any effect on the election of a director.

Proposal 2—ESPP Proposal: Approval of the ESPP Proposal requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on

TABLE OF CONTENTS

the proposal. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3—Ratification of Auditors Proposal: Approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on the proposal. Abstentions will be counted as present and entitled to vote on this proposal, and will therefore have the same effect as a vote against this proposal. We do not expect there to be any broker non-votes with respect to this proposal.

Other business: All other business that may properly come before the Annual Meeting requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on any such other business.

How do I attend the Annual Meeting?

A: Admission to the Annual Meeting is limited to Company stockholders or their proxy holders. In order to be admitted to the Annual Meeting, each stockholder will be asked to present proof of stock ownership and a valid government-issued photo identification, such as a driver’s license. Proof of stock ownership may consist of the proxy card, or if shares are held in the name of a broker, bank, or other nominee, i.e., in “street name,” an account statement or letter from the nominee indicating that you beneficially owned shares of Company common stock at the close of business on March 31, 2021, the record date for the Annual Meeting.

What if the Annual Meeting cannot be held as currently scheduled?

A: We currently plan to hold the Annual Meeting in person. However, we continue to actively monitor the public health and travel safety concerns relating to the evolving COVID-19 situation and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event we determine that it is not possible or advisable to hold the Annual Meeting as currently planned, we will publicly announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in a different location or solely by means of remote communication (i.e., a virtual-only annual meeting). If you are planning to attend our Annual Meeting, please check the Investor Relations section of our website, which can be accessed at http://investor.onemainfinancial.com, prior to the meeting date for any updated information.

Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and report final results on a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting.

TABLE OF CONTENTS

CORPORATE GOVERNANCE

Governing Documents

The Company’s corporate governance framework is primarily composed of the following:

•

Corporate Governance Guidelines (“Governance Guidelines”)

•

Audit Committee Charter

•

Compensation Committee Charter

•

Nominating and Corporate Governance (“NCG”) Committee Charter

•

Compliance Committee Charter

•

Risk Committee Charter

•

Code of Business Conduct and Ethics (“Code of Conduct”)

•

Code of Ethics for the Principal Executive and Senior Financial Officers (“Principal Officer Code”)

These documents are accessible on the Company’s website at http://www.onemainfinancial.com by clicking on “Investor Relations” at the bottom of the webpage and then “Corporate Governance.” You also may obtain a free copy of any of these documents by sending a written request to our Secretary at OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. We intend to disclose any material amendments to or waivers of our Code of Conduct and Principal Officer Code requiring disclosure under applicable SEC or NYSE rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Current Report on Form 8-K pursuant to Item 5.05 thereof.

Corporate Governance Guidelines

The Governance Guidelines set forth the Company’s primary principles and policies regarding corporate governance. The Board reviews the Governance Guidelines from time to time as deemed appropriate by the Board. The Governance Guidelines are supplemented by the Code of Conduct and the Principal Officer Code, as well as by policies and procedures addressing specific topics and practices.

Codes of Conduct

SEC Form DEF 14A filed by OneMain Holdings, Inc.