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. (PRAA)

Notice of 2012 Annual Meeting of

Stockholders and Proxy Statement

Annual Meeting

Wednesday, May 23, 2012, 12:00 Noon, Local Time

Riverside Commerce Center, 2nd Floor

130 Corporate Boulevard

Norfolk, VA 23502
Table of Contents

Portfolio Recovery Associates, Inc.

130 Corporate Boulevard

Norfolk, VA 23502

April 9, 2012

LETTER FROM THE BOARD OF DIRECTORS TO OUR STOCKHOLDERS

As members of your Board of Directors, we take very seriously the responsibility entrusted to us to adhere to high standards of governance and transparency in the discharge of our duties. Two-way communication with our stockholders is a critical part of those standards, as it magnifies that our duty is twofold: We must maintain the health of the enterprise while continually ensuring that we are aligned with the best interests of our stockholders.

The purpose of this letter, therefore, is to provide context on some steps that we have taken to ensure that Portfolio Recovery Associates, Inc. (PRA) is not just succeeding in the markets where it has operations, but has taken the necessary and prudent steps to protect the integrity of the enterprise. What follows is an explanation of some of the steps we have taken and resolutions we have adopted related to governance, risk management, compensation, succession planning, and the long-term performance of PRA. We recognize that the foundation of PRA’s success is due in large part to the team that leads it. As such, it is our duty and responsibility to ensure that we collectively maintain a set of standards and accountability that will foster continued growth.

The broader economy continues to face headwinds, and no company is immune to these forces. However, the Board is pleased to note that PRA, once again, exhibited strong growth and financial stability in 2011. By adhering to its core principles, the Company has shown a spirit that transcended market conditions, and demonstrated meaningful and historic results.

We also recognize that we operate in a difficult sector. Regulation, legislation and public perception, separately or in tandem, can have a deleterious effect on our brand and our morale. We are extremely proud of the way the PRA team continues to conduct itself by adhering to what we believe are the highest standards in our industry. The Board will continue to do its part to ensure that governance concerns are promptly and meaningfully addressed and we will continually review our governance policies to ensure that we continue to serve in the best interests of the Company’s stockholders.

As a testament to that commitment, highlights from the past year follow. Greater detail on these initiatives can be found in our proxy statement.

 


 



 

Strategic Guidance: We very much view it as our role to provide strategic guidance to management on the long-term direction and sustainability of the organization. We are pleased to recognize that the Company not only executed well on its strategic and operational goals in 2011, but also continued to maintain a strong balance sheet, increased profitability, and demonstrated ongoing dedication to operational improvements. We are also pleased with the focus that management places on persistent growth in earnings for our stockholders as opposed to trying to manage short-term quarterly results. We believe this approach has served both PRA and its stockholders well.

 

 



 

Risk Oversight: In 2011 we dedicated a significant amount of attention to risk oversight. We met regularly to discuss the strategic direction of the Company, considering key risks as a part of our strategic planning process. An internal Risk Management Group was formed 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, considers the potential impact that such programs have on incentivizing the Company’s officers and directors to take risks.

 

 



 

Engaging with our Stockholders: In 2011, PRA took the first steps towards seeking 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 2011 indicated their satisfaction with our approach to executive compensation. Stockholders also agreed with us in determining that this Say on Pay vote should occur on an annual basis. We hope you are able to fully understand and value our approach to named executive officer compensation and provide your endorsement when voting your proxy.

 

Notice of Annual Meeting of Stockholders and 2012 Proxy Statement |i
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Talent Management and Succession Planning: We believe that PRA has a strong team of talented leaders. As a result, we are very focused on the recruiting and retention of top executives. We are actively involved in the Company’s talent management strategies and programs. We fully review the Company’s talent management plans in support of its business strategy at least annually. This review includes detailed discussions of the Company’s leadership team and succession plans with a focus on key positions at the senior executive level.

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 jsscott@portfoliorecovery.com or if you would like to write to us, our contact information can be found in the section of the Proxy Statement entitled Communication with Directors .

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.

 

Notice of Annual Meeting of Stockholders and 2012 Proxy Statement |ii
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Portfolio Recovery Associates, Inc.

130 Corporate Boulevard

Norfolk, VA 23502

April 9, 2012

LETTER FROM THE CHAIRMAN AND CEO

Dear Fellow Stockholders:

We are pleased to invite you to the Annual Meeting of Stockholders on May 23, 2012, 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 giving you more information about our Company. We hope that you will find our redesigned Proxy Statement containing more Company information to be an easy-to follow-format that will aid in your ability to designate your proxy vote.

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

 

 

Sincerely,

 

 

 

Steven D. Fredrickson

Chairman and Chief Executive Officer

 

Notice of Annual Meeting of Stockholders and 2012 Proxy Statement |iii
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