8-K
Upbound Group, Inc. (UPBD)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
| CURRENT REPORT | ||
|---|---|---|
| Pursuant to Section 13 or 15(d) of the<br><br> <br>Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported): | ||
| June 7, 2022 | ||
| Rent-A-Center, Inc.<br><br> <br>**** | ||
| --- | --- | |
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-38047 | 45-0491516 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 5501 Headquarters Drive | ||
| Plano, Texas 75024 | ||
| (Address of principal executive offices and zip code) | ||
| (972) 801-1100 | ||
| (Registrant's telephone number, including area code) | ||
| N/A | ||
| (Former name or former address, if changed since last report) |
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)). |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | RCII | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ¨ |
|---|---|
| If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for<br> complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Stockholders of Rent-A-Center, Inc. (the “Company”), held on June 7, 2022, the Company’s stockholders voted on three 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, 2022 and (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2021, as set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on April 25, 2022. The final voting results for each proposal are set forth below.
ProposalOne: 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 | 44,167,102 | 739,386 | 35,467 | 5,162,522 |
| Mitchell Fadel | 44,633,979 | 273,197 | 34,779 | 5,162,522 |
| Christopher Hetrick | 44,143,494 | 762,661 | 35,800 | 5,162,522 |
| Harold Lewis | 44,619,150 | 285,670 | 37,135 | 5,162,522 |
| Glenn Marino | 44,170,648 | 734,388 | 36,919 | 5,162,522 |
| Carol McFate | 44,109,872 | 797,058 | 35,025 | 5,162,522 |
| B.C. Silver | 44,144,104 | 749,116 | 48,735 | 5,162,522 |
| Jen You | 44,623,926 | 269,853 | 48,176 | 5,162,522 |
ProposalTwo: The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified with voting on the proposal as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 49,837,091 | 152,484 | 114,902 | 0 |
ProposalThree: The compensation of the named executive officers of the Company for the year ended December 31, 2021 was approved, on an advisory basis, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 44,013,321 | 837,684 | 90,950 | 5,162,522 |
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.
| RENT-A-CENTER, INC. | ||
|---|---|---|
| Date: June 7, 2022 | By: | /s/ Bryan Pechersky |
| Bryan Pechersky | ||
| Executive Vice President, General Counsel and Secretary |