UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~ TO Pursuant ~~SECTION~~to Section 13 ORor 15(Dd) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFEarliest ~~1934~~Event Reported): March 21, 2014

~~Date~~ DFC ofGlobal ~~Report~~ Corp. __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~February 3,~~in ~~2014~~its charter)

DFC Global Corp.


Delaware	000-50866	23-2636866
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania		19312
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~(Exact name~~Registrant’s oftelephone ~~registrant~~number, asincluding ~~specified~~area incode: ~~charter)~~ 610-296-3400

Delaware		000-50866		23-2636866
(State or Other Jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification Number)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

1436 Lancaster Avenue, Suite 300 Berwyn, Pennsylvania		19312
(Address of principal executive offices)		(Zip Code)

610-296-3400

(Registrant’s telephone number, including area code)

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))

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

¨ Item ~~Pre-commencement~~8.01 ~~communications~~Other ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Events.~~14d-2(b))~~

¨ DFC ~~Pre-commencement~~Global ~~communications~~Corp. ~~pursuant~~(the to"Company") ~~Rule~~has ~~13e~~been informed that a purported class action lawsuit has been filed against it, certain of its senior executives and directors, and the two underwriters who served as joint book-4running managers for the Company’s April 7, 2011 common stock offering (cthe "2011 Offering") ~~under~~in the ~~Exchange~~United ~~Act~~States ~~(17~~District ~~CFR~~Court ~~240~~for the Eastern District of Pennsylvania.~~13e-4~~ The complaint, which purports to be brought as a class action on behalf of purchasers of the Company's common stock in the 2011 Offering, alleges violations of federal securities laws regarding disclosures made by the Company with respect to its prospectus and registration statement relating to the 2011 Offering (cthe "Offering Materials")), and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 and the Annual Report on Form 10-K for the fiscal year ended June 30, 2010 which were incorporated by reference into the Offering Materials. The complaint seeks unspecified monetary and other relief. The Company believes that the complaint is without merit and intends to defend against it vigorously.

~~Item~~ Top ~~5.02. Departure~~ of ~~Directors~~the ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Form

Appointment of Certain Officers

On February 3, 2014, the Registrant announced that Michael Hudachek (“Mr. Hudachek”), the Registrant’s current Senior Vice President of Global Collections, was appointed Chief Operating Officer of the Registrant effective on February 3, 2014.

Prior to his promotion to Chief Operating Officer, Mr. Hudachek, age 54, served as Senior Vice President of Global Collections since July 2013. Prior to that, he served as President of North American retail operations since January 2010. Prior to that, he served as Senior Vice President, US Retail since November 2007. Prior to joining the Registrant, Mr. Hudachek was employed by NFI Industries, an international provider of transportation logistics, warehousing and distribution services, where he served as Senior Vice President of Sales. Prior to that, Mr. Hudachek was employed by Aramark, Inc., a provider of managed services to business, educational, healthcare, governmental and other institutions, where he served as a Regional Vice President. Mr. Hudachek is a graduate of the US Military Academy at West Point and subsequently served in the Army, retiring as a Captain in 1987.

In connection with Mr. Hudachek’s promotion, Mr. Hudachek’s annual base salary was increased from $374,867 to $475,000 and his target annual cash bonus eligibility was increased to 90% of his base salary.

There are no arrangements or understandings between Mr. Hudachek and any other persons pursuant to which Mr. Hudachek was appointed as Chief Operating Officer of the Registrant. There are no transactions in which Mr. Hudachek has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Departure of Directors or Certain Officers

On February 3, 2014, Norman Miller (“Mr. Miller”) resigned from his position as President and Chief Operating Officer of the Registrant, effective February 28, 2014. Mr. Miller is leaving to pursue another opportunity in a non-competing industry.

Compensatory Arrangements of Certain Officers

On January 31, 2014, the Human Resources and Compensation Committee of the Registrant’s Board of Directors adopted an Executive Retention Plan (the “Retention Plan”) designed to retain certain executives. The executives eligible to receive an award under the Retention Plan are Randy Underwood, the Registrant’s Chief Financial Officer, Michael Coury, the Registrant’s Chief Innovation Information Officer, William Athas, the Registrant’s Senior Vice President of Finance and Corporate Controller, and Mr. Hudachek.

Under the terms of the Retention Plan, the Registrant will make a quarterly cash payment to each eligible executive who remains employed by the Registrant or one of its subsidiaries at the end of each calendar quarter of 2014. Additionally, Messrs. Underwood and Coury are eligible to earn a supplemental retention payment on each of January 31, 2015 and April 1, 2015 if they remain employed on such dates, and Mr. Hudachek is eligible to earn a supplemental retention payment on April 1, 2015 if he remains employed on such date.

If all payments under the Retention Plan are earned, the aggregate amount of such payments will be approximately $1,900,000. A similar retention plan has been adopted for other members of the Registrant’s management. If all payments under that plan are earned, the aggregate amount of such payments will be approximately $3,800,000. Jeffrey Weiss, the Registrant’s Chairman and Chief Executive Officer, will not participate in either of the plans.

A copy of the Retention Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Retention Plan is qualified in its entirety by reference to the full text of the Retention Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 DFC Global Corp. Executive Retention Plan

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.

		DFC GLOBAL CORP.
	DFC Global Corp.
Date: February 3, 2014		By:	/s/ William M. Athas
March 26, 2014	By:	/s/ William M. Athas
			Name:	William M. Athas
		Name: William M. Athas
			Title:	Senior Vice President of Finance and Corporate Controller
		Title: Senior Vice President of Finance, Chief Accounting Officer and Corporate Controller

EXHIBIT INDEX

ExhibitNo.		Description
10.1		DFC Global Corp. Executive Retention Plan

Filing Compare · DFC GLOBAL CORP.