Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 14, 2020, Marc E. Becker notified the Board of Directors (the "Board")
of OneMain Holdings, Inc. (the "Company") of his resignation as a director of
the Company, and such resignation was effective as of July 16, 2020. On July 16,
2020, the Board appointed Lisa Green Hall to serve as an independent director on
the Board. Ms. Hall was appointed a Class II director of the Board and her term
expires at the Company's annual meeting of shareholders in 2021.
Mr. Becker served on the Board as a designee of OMH Holdings, L.P. ("OMH
Holdings") under the terms of the previously disclosed Amended and Restated
Stockholders Agreement, dated as of June 25, 2018. In connection with Mr.
Becker's resignation, OMH Holdings designated Ms. Hall to replace Mr. Becker.
Ms. Hall recently joined Apollo Global Management, LLC. As an employee of
Apollo, Ms. Hall will not receive compensation for her Board service. Ms. Hall
will enter into an indemnification agreement, effective as of July 16, 2020,
pursuant to which the Company will indemnify her for certain actions taken in
her capacity as a director of the Company, the form of which was filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 25, 2018. There are no transactions
between Ms. Hall and the Company that would require disclosure under Item 404(a)
of Regulation S-K.
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