8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2016

 

 

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

    Delaware   001-36270   32-0414408    
  (State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)  

 

1601 Elm St. Suite #800

Dallas, Texas

   75201
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 634-1110

n/a

(Former name or former address if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 11, 2016, Ms. Blythe Masters resigned from the Board of Directors (the “Board”) of Santander Consumer USA Holdings Inc. (the “Company”), including from her role as the Chair of the Board and the Board Executive Committee, effective as of the close of business on July 11, 2016. Ms. Masters’ resignation did not result from any disagreement with the Company concerning any matter relating to its operations, policies or practices.

Also on July 11, 2016, the Board appointed William Rainer, a director currently serving on the Board, Chairman of the Board.

 

Item 7.01 Regulation FD Disclosure.

On July 12, 2016, the Company issued a press release regarding Mr. Rainer’s appointment and Ms. Masters’ resignation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section.

Cautionary Note Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. For an additional discussion of these risks, please see Part I, Item 1A entitled “Risk Factors” in the Company’s 2015 Annual Report on Form 10-K.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No

   

Description of Exhibit

99.1    Press release dated July 12, 2016

 

2

SIGNATURE

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.

 

Dated: July 12, 2016   SANTANDER CONSUMER USA HOLDINGS INC.
  By:  

/s/ Christopher Pfirrman

  Name:    Christopher Pfirrman
  Title:   Senior Chief Legal Officer