Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 6, 2022, the President and Chief Executive Officer of Nicholas Financial,
Inc. (the “Company”) informed the Board of Directors of the Company (the
“Board”) of his intention to resign his position as President and Chief
Executive Officer, and to retire from the Board, in each case, effective as of
May 9, 2022.
On May 10, 2022, the Company entered into a separation and release of claims
agreement with Mr. Marohn. Pursuant to the agreement, Mr. Marohn’s resignation
is effective as of May 9, 2022. In addition to unpaid salary and accrued
vacation pay through May 9, 2022, Mr. Marohn is entitled to receive a severance
payment of $131,250 and continuation of COBRA benefits for 4.5 months. His
restricted stock awards continue to be governed by the award agreements for each
award, with all unvested restricted stock forfeited. The separation and release
of claims agreement contains a one year non-compete provision, and prohibits Mr.
Marohn from soliciting customers for one year and Company employees for two
years. The separation and release of claims agreement is attached hereto as
On May 9, 2022, the Board appointed Michael Rost, 51, as interim Chief Executive
Officer, effective immediately. Mr. Rost has worked at the Company for more than
20 years. Prior to his appointment, Mr. Rost served as Vice President of Branch
Operations for the Company since April 2021, as Divisional Vice President from
June 2018 until April 2021, as District Manager from December 2010 until June
2018, and as Branch Manager from December 2001 until December 2010.
Item 7.01 Regulation FD Disclosure
On May 10, 2022, the Company issued a press release in connection with Mr.
Marohn’s resignation and Mr. Rost’s appointment, which is attached hereto as
In accordance with General Instruction B.2. of Form 8-K, the information in this
Item 7.01 and Exhibit 99.1 hereto is being furnished for informational purposes
only and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as
Item 9.01 Financial Statements and Exhibits
Exhibit # Description Separation and General Release Agreement between Nicholas Financial, 10.1 Inc. and Doug Marohn 99.1 Press Release Dated May 10, 2022 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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