Upbound Group Files 8-K on Corporate Actions
Ticker: UPBD · Form: 8-K · Filed: Jun 5, 2024 · CIK: 933036
Sentiment: neutral
Topics: corporate-governance, filing, bylaws
Related Tickers: UPBD
TL;DR
Upbound Group (UPBD) filed an 8-K covering bylaws, shareholder votes, and financials. Standard corporate housekeeping.
AI Summary
Upbound Group, Inc. filed an 8-K on June 4, 2024, reporting on several corporate actions. These include amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The company, formerly known as Rent-A-Center Inc., is incorporated in Delaware and headquartered in Plano, Texas.
Why It Matters
This filing indicates routine corporate governance and reporting activities, including potential changes to the company's charter and shareholder votes, which are important for transparency and regulatory compliance.
Risk Assessment
Risk Level: low — The filing pertains to standard corporate reporting and governance, not a material event like a merger or significant financial distress.
Key Players & Entities
- Upbound Group, Inc. (company) — Registrant
- Rent-A-Center Inc (company) — Former company name
- June 4, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Plano, Texas (location) — Principal business address
FAQ
What specific amendments were made to Upbound Group's articles of incorporation or bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the excerpt. Further review of the attached exhibits would be necessary.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
What financial statements and exhibits are being filed with this 8-K?
The filing confirms that financial statements and exhibits are being filed, but the specific content of these documents is not described in the excerpt.
When was Upbound Group, Inc. incorporated?
Upbound Group, Inc. was incorporated in Delaware.
What was Upbound Group, Inc.'s former name?
Upbound Group, Inc.'s former name was Rent-A-Center Inc.
Filing Stats: 1,494 words · 6 min read · ~5 pages · Grade level 16.2 · Accepted 2024-06-05 08:00:45
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 Par Value UPBD The Nasdaq Global Se
Filing Documents
- tm2415591d1_8k.htm (8-K) — 46KB
- tm2415591d1_10-2.htm (EX-10.2) — 5KB
- tm2415591d1_10-3.htm (EX-10.3) — 132KB
- 0001104659-24-068516.txt ( ) — 389KB
- rcii-20240604.xsd (EX-101.SCH) — 3KB
- rcii-20240604_lab.xml (EX-101.LAB) — 33KB
- rcii-20240604_pre.xml (EX-101.PRE) — 22KB
- tm2415591d1_8k_htm.xml (XML) — 4KB
03 Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 4, 2024, Upbound Group, Inc. (the " Company ") held its 2024 Annual Meeting of Stockholders (the " Annual Meeting "). At the Annual Meeting, the Company's stockholders approved amendments to the Company's Certificate of Incorporation (the " Certificate ") to (i) limit the liability of certain officers as permitted by Delaware law, (ii) provide that committees of the Company's board of directors may be established by a majority of directors at a meeting at which a quorum is present, (iii) remove the indemnification provisions in the Certificate, (iv) remove all references to the Series A Preferred Stock and (v) correct a typo (clauses (i)-(v), collectively, the " Amendments "). The Amendments were previously approved and adopted by the Company's board of directors and became effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State on June 4, 2024 (the " Certificate of Amendment "). On June 4, 2024, immediately prior to the filing of the Certificate of Amendment, the Company filed a Certificate of Correction (the " Certificate of Correction ") to the Certificate of Elimination of the Company's Series A Preferred Stock that was filed with the Delaware Secretary of State on September 22, 2003 (the " Series A Certificate of Elimination "). The filing of the Certificate of Correction resulted in the Series A Certificate of Elimination being null and void. The Certificate of Correction became effective upon its filing with the Delaware Secretary of State. As described above, the Certificate of Amendment that was filed immediately after the Certificate of Correction removed all references to the Series A Preferred Stock in the Certificate. Also on June 4, 2024, effective upon the effectiveness of the Certificate of Amendment, the Amended and Restated Bylaws of the Company were amended and restated (as amended and restated, the " A&R Bylaws ") t
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on five 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, 2024, (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2023, (4) the approval of an amendment to the Certificate to limit the liability of certain officers as permitted by Delaware law and (5) the approval of other miscellaneous amendments to the Certificate as described above in Item 5.03 (the "Miscellaneous Amendments"). 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 44,021,317 440,004 29,386 5,140,801 Mitchell Fadel 44,349,989 129,597 11,121 5,140,801 Molly Langenstein 44,381,774 90,804 18,129 5,140,801 Harold Lewis 44,175,692 295,715 19,300 5,140,801 Glenn Marino 44,191,348 280,059 19,300 5,140,801 Carol McFate 44,058,751 408,540 23,416 5,140,801 Proposal Two: The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was ratified with voting on the proposal as follows: Votes For Votes Against Abstentions Broker Non-Votes 49,255,598 105,213 270,697 0 Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2023 was approved, on an advisory basis, as follows: Votes For Votes Against Abstentions Broker Non-Votes 43,4
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Certificate of Amendment of Certificate of Incorporation of Upbound Group, Inc. (incorporated herein by reference to Annex A of the registrant's Proxy Statement on Schedule 14A, dated as of April 23, 2024) 10.2* Certificate of Correction of Upbound Group, Inc. 10.3* Amended and Restated Bylaws of Upbound Group, Inc., dated as of June 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith
SIGNATURES
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 5, 2024 By: /s/ Bryan Pechersky Bryan Pechersky Executive Vice President, General Counsel and Corporate Secretary