Current Report Filing (8-k)
06 Juin 2023 - 10:31PM
Edgar (US Regulatory)
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2023-06-06
2023-06-06
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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
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
June 6, 2023
Upbound Group, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
001-38047
(Commission
File Number) |
45-0491516
(IRS Employer
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 |
|
UPBD |
|
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 an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
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.
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 |
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