UPBD 8-K
Upbound Group, Inc. (UPBD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2023, Upbound Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended 2021 Long-Term Incentive Plan (the “Amended LTIP”), in which the Company’s directors, executives (including its Named Executive Officers), employees, consultants and other personnel of the Company are eligible to participate. The Amended LTIP increases the number of shares authorized under the Company’s 2021 Long-Term Incentive Plan to 9,287,000 shares.
The foregoing description of the Amended LTIP is qualified in its entirety by reference to the full text of the plan as amended, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on four matters: (1) the election or re-election of the directors nominated by the Company’s board of directors, (2) the ratification of the Audit & Risk Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2022 and (4) the approval of the Amended LTIP. The final voting results for each proposal are set forth below.
Proposal One: Having received more than a majority of votes cast at the meeting, each of the individuals named below was elected or re-elected as a director:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jeffrey Brown | 42,854,866 | 443,008 | 43,326 | 8,069,709 | ||||
| Mitchell Fadel | 42,990,046 | 326,669 | 24,485 | 8,069,709 | ||||
| Christopher Hetrick | 42,456,154 | 841,942 | 43,104 | 8,069,709 | ||||
| Harold Lewis | 43,017,474 | 280,343 | 43,383 | 8,069,709 | ||||
| Glenn Marino | 42,617,045 | 678,696 | 45,459 | 8,069,709 | ||||
| Carol McFate | 41,591,268 | 1,708,083 | 41,849 | 8,069,709 | ||||
| Jen You | 42,984,300 | 297,225 | 59,675 | 8,069,709 |
Proposal Two: The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified with voting on the proposal as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 51,124,143 | 166,793 | 119,973 | 0 |
Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2022 was approved, on an advisory basis, as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 42,632,889 | 649,907 | 58,404 | 8,069,709 |
Proposal Four: The amendment to the Upbound Group, Inc. 2021 Long-Term Incentive Plan was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 41,485,278 | 1,818,367 | 37,555 | 8,069,709 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Upbound Group, Inc. Amended 2021 Long Term Incentive Plan (incorporated herein by reference to Annex A of the registrant’s Proxy Statement on Schedule 14A dated as of April 25, 2023) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| UPBOUND GROUP, INC. | ||
| Date: June 6, 2023 | By: | /s/ Bryan Pechersky |
| Bryan Pechersky | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||