{"url_path":"/sec/omf/8-k/2026-06-22/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1584207/0001584207-26-000025-index.html","accession_number":"0001584207-26-000025","cik":"0001584207","ticker":"OMF","issuer_name":"OneMain Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1584207/0001584207-26-000025-index.html","primary_entity_key":"0001584207","primary_entity_name":"OneMain Holdings, Inc."},"word_count":386,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nThe Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on Tuesday, June 16, 2026. Stockholders holding 102,914,559 shares of the Company’s common stock were present in person or represented by proxy at the 2026 Annual Meeting, which represented approximately 89.07% of the 115,533,440 shares of the Company’s common stock that were issued and outstanding as of the April 20, 2026 record date for the 2026 Annual Meeting.\n\nAt the 2026 Annual Meeting, the following proposals were presented for vote by the Company’s stockholders: (i) to elect Phyllis R. Caldwell and Roy A. Guthrie as Class I directors to serve until the 2029 annual meeting of stockholders, and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal (the “Director Election Proposal”); (ii) to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (the “Say on Pay Proposal”); (iii) to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to our named executive officers (the “Say on Pay Frequency Proposal”); (iv) to approve the Plan (the “Incentive Plan Proposal”); and (v) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). No other matters were submitted for stockholder action.\n\nAt the 2026 Annual Meeting, Ms. Caldwell and Mr. Guthrie were elected as Class I directors. The stockholders approved, on an advisory basis, the Say on Pay Proposal and the option of “1 Year” on the Say on Pay Frequency Proposal. The Incentive Plan Proposal and the Auditor Ratification Proposal were approved by the votes set forth below. In response to the Say on Pay Frequency Proposal, the Board determined that future advisory votes to approve the compensation paid to our named executive officers will be conducted annually.\n\n 1. Director Election Proposal:\nFOR\n\nAGAINST\n\nABSTAIN\nBROKER\nNON-VOTES\n\nPhyllis R. Caldwell79,281,73512,532,747107,94910,992,128\n\nRoy A. Guthrie89,664,7032,173,76683,96210,992,128\n\n 2. Say on Pay Proposal:\nFOR\n\nAGAINST\n\nABSTAIN\nBROKER\nNON-VOTES\n\n89,106,6242,599,910215,89710,992,128\n\n 3. Say on Pay Frequency Proposal: 1 YEAR2 YEAR3 YEARABSTAINBROKER\nNON-VOTES\n\n86,819,50382,7934,794,037226,09810,992,128\n\n4. Incentive Plan Proposal:\nFOR\n\nAGAINST\n\nABSTAIN\nBROKER NON-VOTES\n\n88,538,9323,200,586182,91310,992,128\n\n 5. Auditor Ratification Proposal:\nFOR\n\nAGAINST\n\nABSTAIN\nBROKER NON-VOTES\n\n100,910,2581,883,306120,995—"}