Document/ExhibitDescriptionPagesSize
1: 10-K 10-K 2023 HTML 2.07M
2: EX-4.2 EX-4.2 4Q2023 HTML 47K
3: EX-10.17 EX-10.17 4Q2023 HTML 101K
4: EX-21 EX-21 4Q2023 HTML 36K
5: EX-23 EX-23 4Q2023 HTML 33K
10: EX-97 EX-97 4Q2023 HTML 52K
6: EX-31.1 EX-31.1 4Q2023 HTML 36K
7: EX-31.2 EX-31.2 4Q2023 HTML 36K
8: EX-32.1 EX-32.1 4Q2023 HTML 33K
9: EX-32.2 EX-32.2 4Q2023 HTML 33K
16: R1 Cover Page HTML 98K
17: R2 Audit Information HTML 37K
18: R3 Consolidated Balance Sheets HTML 118K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 47K
20: R5 Consolidated Statements of Earnings HTML 104K
21: R6 Consolidated Statements of Shareholders? Equity HTML 90K
22: R7 Consolidated Statements of Cash Flows HTML 131K
23: R8 Business and Summary of Significant Accounting HTML 137K
Policies
24: R9 Acquisition HTML 54K
25: R10 Goodwill and Intangible Assets HTML 77K
26: R11 Fair Value Measurement HTML 58K
27: R12 Property and Equipment HTML 45K
28: R13 Loans Receivable HTML 79K
29: R14 Leases HTML 109K
30: R15 Indebtedness HTML 60K
31: R16 Income Taxes HTML 102K
32: R17 Commitments and Contingencies HTML 46K
33: R18 Restructuring Expenses HTML 80K
34: R19 Shareholders' Equity HTML 42K
35: R20 Stock-Based Compensation HTML 104K
36: R21 Segments HTML 142K
37: R22 Compensation Arrangements HTML 41K
38: R23 Pay vs Performance Disclosure HTML 44K
39: R24 Insider Trading Arrangements HTML 38K
40: R25 Business and Summary of Significant Accounting HTML 125K
Policies (Policies)
41: R26 Business and Summary of Significant Accounting HTML 117K
Policies (Tables)
42: R27 Acquisition (Tables) HTML 54K
43: R28 Goodwill and Intangible Assets (Tables) HTML 85K
44: R29 Fair Value Measurement (Tables) HTML 57K
45: R30 Property and Equipment (Tables) HTML 44K
46: R31 Loans Receivable (Tables) HTML 93K
47: R32 Leases (Tables) HTML 74K
48: R33 Indebtedness (Tables) HTML 52K
49: R34 Income Taxes (Tables) HTML 103K
50: R35 Restructuring Expenses (Tables) HTML 79K
51: R36 Stock-Based Compensation (Tables) HTML 98K
52: R37 Segments (Tables) HTML 131K
53: R38 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 134K
POLICIES - Narrative (Details)
54: R39 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 53K
POLICIES - Interest and Fees on Loans Receivable
(Details)
55: R40 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 47K
POLICIES - Schedule of Allowance for Lease
Merchandise (Details)
56: R41 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 36K
POLICIES - Vendor Incentives and Rebates Provided
to POS Partners (Details)
57: R42 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 39K
POLICIES - Schedule of Calculation of Dilutive
Stock Awards (Details)
58: R43 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 42K
POLICIES - Schedule of Allowance for Doubtful
Accounts (Details)
59: R44 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 42K
POLICIES - Schedule of Loan Portfolio Credit
Quality Indicators (Details)
60: R45 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 44K
POLICIES - Schedule of Prepaid Expenses and Other
Assets (Details)
61: R46 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 54K
POLICIES - Schedule of Accounts Payable and
Accrued Expenses (Details)
62: R47 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 38K
POLICIES - Cybersecurity Incident (Details)
63: R48 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 69K
POLICIES - Recent Accounting Pronouncements
(Details)
64: R49 ACQUISITION - Narrative (Details) HTML 47K
65: R50 ACQUISITION - Schedule of Recognized Identified HTML 64K
Assets Acquired and Liabilities Assumed (Details)
66: R51 ACQUISITION - Schedule of Finite-Lived and HTML 45K
Indefinite-Lived Intangible Assets Acquired as
Part of Business Combination (Details)
67: R52 GOODWILL AND INTANGIBLE ASSETS - Indefinite-lived HTML 42K
Intangible Assets (Details)
68: R53 GOODWILL AND INTANGIBLE ASSETS - Schedule of HTML 48K
Carrying Value of Goodwill by Reporting Segment
(Details)
69: R54 GOODWILL AND INTANGIBLE ASSETS - Schedule of HTML 50K
Identifiable Intangible Assets (Details)
70: R55 GOODWILL AND INTANGIBLE ASSETS - Narrative HTML 34K
(Details)
71: R56 GOODWILL AND INTANGIBLE ASSETS - Schedule of HTML 43K
Estimated Future Amortization Expense (Details)
72: R57 FAIR VALUE MEASUREMENT - Schedule of Financial HTML 41K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Details)
73: R58 FAIR VALUE MEASUREMENT - Narrative (Details) HTML 38K
74: R59 FAIR VALUE MEASUREMENT - Schedule of Fair Value HTML 44K
for Loan Receivable (Details)
75: R60 PROPERTY AND EQUIPMENT - Schedule of Property and HTML 49K
Equipment (Details)
76: R61 PROPERTY AND EQUIPMENT - Narrative (Details) HTML 33K
77: R62 LOANS RECEIVABLE - Schedule of the Components of HTML 51K
Loans Receivable, Net (Details)
78: R63 LOANS RECEIVABLE - Schedule of Loan Portfolio HTML 62K
Credit Quality Indicators (Details)
79: R64 LOANS RECEIVABLE - Schedule of Aging of the Loans HTML 48K
Receivable Balance (Details)
80: R65 LOANS RECEIVABLE - Schedule of Allowance for Loan HTML 44K
Losses (Details)
81: R66 LEASES - Schedule of Total Lease Expense (Details) HTML 38K
82: R67 LEASES - Schedule of Supplemental Cash Flow HTML 38K
Information (Details)
83: R68 LEASES - Schedule of Supplemental Balance Sheet HTML 37K
Information Related to Leases (Details)
84: R69 LEASES - Narrative (Details) HTML 40K
85: R70 LEASES - Schedule of Weighted-Average Discount HTML 38K
Rate and Weighted-Average Remaining Lease Term
(Details)
86: R71 LEASES - Schedule of Operating Lease, Liability, HTML 51K
Maturity (Details)
87: R72 INDEBTEDNESS - Schedule of Company's Credit HTML 55K
Facilities (Details)
88: R73 INDEBTEDNESS - Narrative (Details) HTML 111K
89: R74 INDEBTEDNESS - Schedule of Future Maturities of HTML 51K
Long Term Debt and Capital Lease Obligations
(Details)
90: R75 INCOME TAXES - Schedule of Income Tax Expense HTML 55K
(Details)
91: R76 INCOME TAXES - Schedule of Components of Deferred HTML 59K
Income Tax Liabilities and Assets (Details)
92: R77 INCOME TAXES - Schedule of Effective Tax Rate HTML 59K
Differs from Statutory United States Federal
Income Tax Rate (Details)
93: R78 INCOME TAXES - Narrative (Details) HTML 60K
94: R79 INCOME TAXES - Schedule of Activity Related to HTML 46K
Uncertain Tax Positions (Details)
95: R80 Commitments and Contingencies (Details) HTML 68K
96: R81 RESTRUCTURING EXPENSES - Narrative (Details) HTML 44K
97: R82 RESTRUCTURING EXPENSES - Schedule of Restructuring HTML 66K
and Related Costs (Details)
98: R83 RESTRUCTURING EXPENSES - Schedule of Restructuring HTML 46K
Reserve (Details)
99: R84 Shareholders' Equity (Details) HTML 90K
100: R85 STOCK-BASED COMPENSATION - Narrative (Details) HTML 117K
101: R86 STOCK-BASED COMPENSATION - Schedule of Stock HTML 53K
Options, Valuation Assumptions (Details)
102: R87 STOCK-BASED COMPENSATION - Schedule of Information HTML 72K
about Stock Options Outstanding (Details)
103: R88 STOCK-BASED COMPENSATION - Schedule of Stock HTML 90K
Option Activity (Details)
104: R89 STOCK-BASED COMPENSATION - Schedule of Restricted HTML 80K
Stock Activity and Performance Share Units
(Details)
105: R90 STOCK-BASED COMPENSATION - Employee Stock Purchase HTML 61K
Plan (Details)
106: R91 SEGMENTS - Narrative (Details) HTML 58K
107: R92 SEGMENTS - Schedule of Disaggregated Revenue HTML 56K
(Details)
108: R93 SEGMENTS - Schedule of Information on Segments and HTML 82K
Reconciliation to Earnings Before Income Taxes
from Continuing Operations (Details)
109: R94 COMPENSATION ARRANGEMENTS - Deferred Compensation HTML 61K
(Details)
110: R95 Compensation Arrangements - 401(k) Defined HTML 47K
Contribution Plan (Details)
112: XML IDEA XML File -- Filing Summary XML 208K
115: XML XBRL Instance -- prg-20231231_htm XML 2.52M
111: EXCEL IDEA Workbook of Financial Report Info XLSX 219K
12: EX-101.CAL XBRL Calculations -- prg-20231231_cal XML 256K
13: EX-101.DEF XBRL Definitions -- prg-20231231_def XML 980K
14: EX-101.LAB XBRL Labels -- prg-20231231_lab XML 2.66M
15: EX-101.PRE XBRL Presentations -- prg-20231231_pre XML 1.59M
11: EX-101.SCH XBRL Schema -- prg-20231231 XSD 255K
113: JSON XBRL Instance as JSON Data -- MetaLinks 709± 1.08M
114: ZIP XBRL Zipped Folder -- 0001808834-24-000021-xbrl Zip 1.24M
1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation
to members of the Company Group. This Policy is designed to comply with, and will be interpreted in a manner that is consistent with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and the listing standards of the Exchange.
2.Administration. This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
3.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)“Accounting
Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b)“Board” shall mean the Board of Directors of the Company.
(c)“Recoupment
Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-based Compensation Received by such Executive Officer (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association and (iv) during the applicable Recoupment Period.
(d)“Recoupment
Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e)“Committee” shall mean the Compensation Committee of the Board.
(f)“Company” shall mean PROG Holdings, Inc., a Georgia corporation.
(g)“Company
Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(h)“Exchange” shall mean The New York Stock Exchange or any other national securities exchange on which the Company’s securities are listed.
(j)“Erroneously
Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Recoupment Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that
otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k)“Executive Officer” shall mean (i) the Company’s current and former president, principal financial officer, principal accounting officer (or if there is no principal accounting
officer, the controller), any vice-president in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy-making function for the Company, or any other person who performs similar policy-making functions for the Company, as determined by the Committee in accordance with Federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. Identification of an executive officer for purposes of this Policy includes at a minimum executive officers identified pursuant to 17 C.F.R. 229.401(b).
(l)“Financial
Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(m)“Incentive-based Compensation”
shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-based Compensation does not include: (i) bonuses paid solely at the discretion of the Board or the Committee that are not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal or solely upon satisfying one or more subjective standards and/or completion of a specified employment period, (ii) non-equity incentive plan awards earned solely upon satisfying one or more strategic or operational measures, (iii) equity awards not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon the completion of a specified employment period and/or attaining one or more non-financial reporting measures or (iv) any Incentive-based Compensation received before the
Company had a class of securities listed on a national securities exchange.
(n)“Policy” shall mean this Incentive-Based Compensation Recoupment Policy, as the same may be amended and/or restated from time to time.
(o)“Received” shall, with respect to any Incentive-based Compensation, mean actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the
end of that period.
(p)“Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an Accounting Restatement, or (ii) the date of court, regulator or other legally authorized body directs the issuer to prepare an Accounting Restatement.
(q)“SEC” shall mean the U.S. Securities and Exchange Commission.
4.Repayment
of Erroneously Awarded Compensation.
(a)In the event of an Accounting Restatement, the Committee shall determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and thereafter, provide each Executive Officer with a written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation
2
is not subject to mathematical recalculation directly from the information
in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Exchange).
(b)The Committee shall take such action as it deems appropriate to recover Erroneously Awarded Compensation reasonably promptly after such obligation is incurred and shall have broad discretion to determine the appropriate means of recovery of such Erroneously Awarded Compensation based on all applicable facts and circumstances. The Committee may seek recoupment
in the manner it chooses, in its sole discretion, which may include, without limitation, one or a combination of the following: (i) direct reimbursement from the Executive Officer of Incentive-based Compensation previously paid, (ii) deduction of the recouped amount from unpaid compensation otherwise owed by the Company to the Executive Officer, (iii) set-off, (iv) rescinding or cancelling vested or unvested equity or cash based awards, and (v) any other remedial and recovery action permitted by law, as determined by the Committee. For the avoidance of doubt, except as set forth in Section 4(d) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
(c)To
the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section 4(b) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company Group for any and all expenses reasonably incurred (including legal fees) by the Company
Group in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(d)Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 4(b) above if the following conditions are met and the Committee determines that recovery would be impracticable:
(i)The direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded
Compensation, documented such attempts and provided such documentation to the Exchange.
(ii)Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Exchange; or
(iii)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits
are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the Federal securities laws, including the disclosure required by the applicable SEC filings.
6.Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify
any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the
3
Company Group’s enforcement of its rights under this Policy. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on
or after the Effective Date).
7.Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors or other legal representatives.
8.Effective Date. This Policy shall be effective as of the Effective Date.
9.Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall
amend this Policy as it deems necessary, including as and when it determines that it is legally required by any Federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any Federal securities laws, SEC rules or the rules of any national securities exchange
or national securities association on which the Company’s securities are listed.
10.Other Recoupment Rights. The Committee intends that this Policy will be applied to the fullest extent of the law. This Policy shall be incorporated by reference into and shall apply to all incentive, bonus, equity, equity-based and compensation plans, agreements, and awards outstanding as of the Effective Date or entered into on or after the Effective Date. In addition, this Policy is intended as a supplement to any other incentive-based compensation recoupment policies in effect now or in the future at the Company. The Committee may also
require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to any other Company policy or the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group. Notwithstanding the foregoing, to the extent this Policy applies to compensation payable to a person covered by this Policy,
it shall be the only incentive-based compensation recoupment policy applicable to such compensation and no other incentive-based compensation recoupment policy shall apply unless such other policy provides that a greater amount of such compensation shall be subject to recoupment, in which case such other policy shall apply with respect to the amount in excess of the amount subject to recoupment under this Policy.
11.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
* * *
4
Dates Referenced Herein and Documents Incorporated by Reference
