Nicholas Financial Reports Director/Officer Changes & Bylaw Amendments

TL;DR

NICHOLAS FINANCIAL (NICK) filed an 8-K: director out, director in, officer appointed, bylaws changed, fiscal year shifted. Big governance shakeup.

AI Summary

Nicholas Financial, Inc. filed an 8-K on September 27, 2024, reporting several key events. These include the departure of a director, the election of a new director, and the appointment of a new officer. The filing also addresses amendments to the company's articles of incorporation or bylaws, a change in fiscal year, and the submission of matters to a vote of security holders. Additionally, it contains a Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

Changes in directorship and officer appointments can signal shifts in company strategy or governance, while bylaw amendments may affect shareholder rights or operational procedures.

Risk Assessment

Risk Level: medium — Significant changes in board composition and officer roles, coupled with bylaw amendments, introduce a degree of uncertainty regarding future company direction and operations.

Key Players & Entities

• NICHOLAS FINANCIAL, INC. (company) — Registrant
• September 27, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 0-26680 (filing_id) — Commission File Number
• 59-2506879 (tax_id) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $300,000 — l will receive an annual base salary of $300,000 which will be paid quarterly in the for

Filing Documents

• nick-20240927.htm (8-K) — 95KB
• nick-ex3_1.htm (EX-3.1) — 12KB
• nick-ex10_1.htm (EX-10.1) — 91KB
• nick-ex99_1.htm (EX-99.1) — 14KB
• nick-ex99_2.htm (EX-99.2) — 7KB
• img246915618_0.jpg (GRAPHIC) — 13KB
• img247839139_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-109986.txt ( ) — 403KB
• nick-20240927.xsd (EX-101.SCH) — 26KB
• nick-20240927_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective as of September 27, 2024, the Company amended its Certificate of Incorporation to change its name from "Nicholas Financial, Inc." to "Old Market Capital Corporation" by filing a Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State. A copy of the Certificate of Amendment is included with this Form 8-K as Exhibit 3.1.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders Election of Directors Shares Voted For Shares Withholding Authority Jeffrey Royal 4,426,945 159,826 Mark Hutchins 4,425,042 161,729 Adam Peterson 4,531,315 53,814 Brendan Keating 4,456,269 130,502 Jeremy Zhu 3,647,734. 936,240 Ratification of Appointment of FORVIS, LLP as Independent Auditors Shares Voted For Shares Voted Against Shares Abstaining 5,258,546 73,547. 707 Advisory Vote on Executive Compensation ("Say on Pay") Shares Voted For Shares Voted Against Shares Abstaining 4,451,995 127,510 7,266

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 27, 2024, the Company issued a press release in connection with the events reported herein and the Chief Executive Officer provided a letter to stockholders. A copy of the press release and the letter are furnished as Exhibit 99-1 and Exhibit 99.2, respectively. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 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 amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as otherwise expressly stated in such filing. The statements contained in this Current Report on Form 8-K that are purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Act of 1934, including statements regarding the Company's expectations, hopes, beliefs, intentions, or strategies regarding the future which constitute forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

01. Other Events

Item 8.01. Other Events. Effective as of the market open on Monday, September 30, 2024, the Company's ticker symbol on the Nasdaq Global Select Market will change from "NICK" to "OMCC". On September 27, 2024, the Company announced it has moved its Corporate Headquarters from 26133 U.S. Hwy 19 North, Suite 300, Clearwater, FL,33763 to 1601 Dodge St., Suite 3350, Omaha, NE, 68102 and the telephone number at its new office will remain the same for the time being. The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the matters set forth therein.

01 Exhibits

Item 9.01 Exhibits (a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits: Exhibit # Description 3.1 Certificate of Amendment to Certificate of Incorporation 10.1 Employment Agreement dated September 27, 2024 between Nicholas Financial, Inc. and Jeffrey Royal 99.1 Press Release of the Company, dated September 27, 2024 99.2 Letter to Stockholders from the Chief Executive Officer, dated September 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. NICHOLAS FINANCIAL, INC. (Registrant) Date: September 27, 2024 /s/ Charles Krebs Charles Krebs Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR