Schedule 14A




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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

 

 

 

 

 

 

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

 

 

¨ Definitive Additional Materials

 

 

¨ Soliciting Material Pursuant to §240.14a-12

 

 

 

PORTFOLIO RECOVERY ASSOCIATES, INC.

(Name of Registrant as Specified in Its Charter)

 

         

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

þ No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

(1)    Title of each class of securities to which transaction applies:

 

 

 

 

(2)    Aggregate number of securities to which transaction applies:

 

 

 

 

(3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)    Proposed maximum aggregate value of transaction:

 

 

 

 

(5)    Total fee paid:

 

 

¨

 

 

Fee paid previously with preliminary materials.

 

¨

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

 

 

(1)    Amount previously paid:

 

 

 

 

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(3)    Filing party:

 

 

 

 

(4)    Date filed:

 


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PORTFOLIO RECOVERY ASSOCIATES, INC. (NASDAQ: PRAA)

10 Years of Growing Shareholder Value


 

 

 

Notice of 2013 Annual Meeting of Stockholders and Proxy Statement

  

ANNUAL MEETING Thursday, May 30, 2013 12:00 Noon, Local Time Riverside Commerce Center, 2nd Floor 130 Corporate Boulevard Norfolk, VA 23502


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Portfolio Recovery Associates, Inc.

130 Corporate Boulevard

Norfolk, VA 23502

April 19, 2013

LETTER FROM THE BOARD OF DIRECTORS TO OUR STOCKHOLDERS

Each of us takes special pride this year in acknowledging the leadership of Portfolio Recovery Associates, Inc. (PRA) and its U.S. and U.K. employees who helped the Company deliver yet another year of record results in 2012. As a result, PRA stock significantly outperformed the leading stock indices as well as the Company’s peers, ending 2012 with a 58% return.

As you know, our role as members of your Board of Directors is to continue to maintain the high standards of governance, ethics and transparency that you’ve come to expect of PRA. And we remain accessible and accountable to each of you. As we do each year, this letter outlines some of the steps that the Board has taken to ensure that in 2012 we acted responsibly and appropriately to protect the integrity and long-term security of the Company.

We note that with increasing federal and state regulatory scrutiny over financial institutions, PRA must remain focused on compliance. We believe PRA’s employees are adhering to the highest standards in the debt collection industry. The Board continues to do its part to ensure that governance concerns are promptly and meaningfully addressed, and continues to review governance policies so that PRA serves the best interests of the Company’s stockholders at all times.

The following are highlights from our activities and initiatives in 2012, which can be found in greater detail in our proxy statement:

 


 



 

Compliance Oversight: The Consumer Financial Protection Bureau began its supervision of larger consumer debt collectors in 2013. While PRA has always maintained a strong focus on compliance, the Board believed it was prudent to dedicate additional resources in 2012 to this effort, creating a separate Compliance Department. The objective of PRA’s Compliance Department is to assist the Company in maintaining the highest standards of integrity and ethical conduct, while maintaining its focus on compliance with the variety of laws and regulations that have an impact on our business. This department has direct and regular access to the Board of Directors.

 

 



 

Risk Oversight: In 2012, the Risk Management Group continued on its agenda to formally document known risks, assess the sufficiency of risk identification, and recommend the appropriate manner in which to control or mitigate those risks. In addition, the Compensation Committee, as part of reviewing the Company’s compensation programs, considered the potential impact such programs have on incentivizing the Company’s officers and directors to take risks.

 

 



 

Strategic Guidance: It is the Board’s responsibility to provide strategic guidance to management on the long-term direction and sustainability of the Company. The Company’s record results are a testament to the strategic and operational goals established for 2012. We remain pleased with the focus that management places on long-term growth in earnings as opposed to short-term quarterly results. We believe this strategy continues to benefit the Company and its stockholders.

 

 



 

Engaging with our Stockholders: PRA provides a variety of channels to communicate and engage with our stockholders including the annual report, quarterly reports, news releases, presentations at the annual meeting of stockholders, and one-on-one as well as group meetings at industry and investor conferences. Management also holds conference calls following the public disclosure of quarterly earnings. These calls are accessible to the public and remain archived for seven days at the Company’s website. In 2012, we once again sought an annual advisory vote to approve named executive officer compensation (which is also referred to as a Say on Pay vote). Stockholders who participated in the Say on Pay vote in 2012 indicated their satisfaction with our approach to executive compensation. We hope you continue to fully understand and value our approach to named executive officer compensation and provide your endorsement when voting your proxy.

 

 



 

Talent Management and Succession Planning: We believe that PRA has a strong team of talented leaders, and we go to great lengths to recruit and retain top executives. We are actively involved in oversight of the Company’s talent management strategies and

 

Notice of Annual Meeting of Stockholders and 2013 Proxy Statement |i
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programs. While succession planning is a component of the Nominating and Corporate Governance Committee’s Charter, each year the full Board participates in a thorough review of the succession plans for all key leadership positions. We also fully review the Company’s talent management plans in support of its business strategy at least once each year. In 2012, we embarked on identifying the necessary competencies for success for Non-Employee directors and for each member of our Executive Leadership team.

We encourage your feedback and support on these or any of our other initiatives, and we invite you to send your ideas and suggestions to Judith Scott, EVP, General Counsel and Secretary of PRA, at jsscott@portfoliorecovery.com. Or, if you would prefer to write to us via postal mail, our contact information can be found in the section of the Proxy Statement entitled Communication with Directors.

As always, we are committed to serving you, our stockholders, and we thank you for your continued support.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven D. Fredrickson

 

David N. Roberts

 

Penelope W. Kyle

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James M. Voss

 

John H. Fain

 

John E. Fuller

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scott M. Tabakin

 

 

 

 

 

 

The Board of Directors

Portfolio Recovery Associates, Inc.

 

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Portfolio Recovery Associates, Inc.

  

 

130 Corporate Boulevard

  

Norfolk, VA 23502

  

 

April 19, 2013

  

 

LETTER FROM THE CHAIRMAN AND CEO

  

Dear Fellow Stockholders:

We are pleased to invite you to the Annual Meeting of Stockholders on May 30, 2013 at our Corporate Headquarters located at 130 Corporate Boulevard, Norfolk, Virginia 23502 at 12:00 p.m. local time. We look forward to your attendance at the meeting and we encourage you to complete, sign and date the enclosed proxy card to vote your shares or vote your shares on the Internet, whether or not you are planning to attend.

Every stockholder’s vote is important and valued by the Company. We are making an effort to improve our outreach to stockholders by providing more information about our Company. We hope that you will find our Proxy Statement to be easy-to follow, and that it will aid in your ability to designate your proxy vote.

Once again I thank you for your commitment to the Company and I urge you to vote your shares now.

 

 

Sincerely,

 

 

 

Steven D. Fredrickson

Chairman and Chief Executive Officer

 

Notice of Annual Meeting of Stockholders and 2013 Proxy Statement |iii
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