UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

~~Information required in Proxy Statement Schedule 14a Information~~

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


				☑ Filed by the Registrant				☐ Filed by a Party other than the Registrant


Check the appropriate box:
	☐	Preliminary Proxy Statement
	☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(E)(2))
	☑	Definitive Proxy Statement
	☐	Definitive Additional Materials
	☐	Soliciting Material ~~Pursuant to ss.240.14a-12~~ under §240.14a-12

~~RENT-A-CENTER,~~

UPBOUND GROUP, INC.

(Name of Registrant as Specified Inin Its Charter)

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~


Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):
	☑		No fee required.
	☐		Fee paid previously with preliminary materials.
	☐		Fee computed ~~on table below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
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	~~(5)~~	~~Total fee paid:~~
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	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	~~(4)~~	~~Date Filed:~~

~~Notice of 2016~~

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UPBOUND GROUP, INC.
5501 Headquarters Drive
Plano, Texas 75024

Dear Fellow Stockholder:

It is our pleasure to invite you to attend the 2024 Annual Meeting of Stockholders

~~Thursday,~~ (the “2024 Annual Meeting”) of Upbound Group, Inc. The 2024 Annual Meeting will be held on Tuesday, June ~~2, 2016~~

4, 2024, at 8:00 a.m. ~~local time,~~

, Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas ~~75024~~

~~The 2016~~75024.

In connection with the 2024 Annual Meeting, the attached Notice of ~~Stockholders~~Annual Meeting and Proxy Statement describe the business items we plan to address at the meeting. We also plan to have a question and answer session during which our stockholders will have the opportunity to ask questions of ~~Rent-A-Center,~~management regarding our business.

In accordance with the Securities and Exchange Commission’s “Notice and Access” model, we are furnishing proxy materials to our stockholders via the Internet. On or about April 23, 2024, we began mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our stockholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution.

Your vote is very important so we encourage you to review the information contained in the proxy materials and submit your proxy, regardless of the number of shares you own. It is important that beneficial owners of our common stock instruct their brokers on how they want to vote their shares. Please note that you will need the control number provided on your Notice of Internet Availability of Proxy Materials in order to submit your proxy online.

We look forward to seeing you on June 4, 2024.

Sincerely,

/s/ Jeffrey Brown

Jeffrey Brown
Chairman of the Board

/s/ Mitchell Fadel

Mitchell Fadel
Chief Executive Officer and Director

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Notice of 2024 Annual Meeting of Stockholders

Tuesday, June 4, 2024
8:00 a.m., Central Time

The 2024 annual meeting of stockholders of Upbound Group, Inc. will be held on ~~Thursday,~~Tuesday, June ~~2, 2016,~~4, 2024, at 8:00 a.m. ~~local time,~~, Central Time, at the ~~Rent-A-Center,~~Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, for the following purposes:

1.	~~To elect the two Class I directors nominated by the Board of Directors;~~

2.	~~To ratify the Audit & Risk Committee’s selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2016;~~

3.	~~To conduct an advisory vote approving the compensation of the named executive officers for the year ended December 31, 2015, as set forth in the proxy statement;~~

4.	~~To approve the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan; and~~

5.	~~To transact other business that properly comes before the meeting.~~

~~Only stockholders~~

To re-elect the six directors nominated by our board of ~~record at~~directors;

To ratify the Audit & Risk Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024;

To conduct an advisory vote approving the compensation of the named executive officers for the year ended December 31, 2023, as set forth in the proxy statement;

To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers as permitted by Delaware law (the “Exculpation Amendment”);

To approve other miscellaneous amendments to the Certificate of Incorporation to provide that Board committees may be established by the Board by a majority of the quorum, to remove the indemnification provisions, to remove all references to the Series A Preferred Stock and to correct a typo (the “Miscellaneous Amendments”); and

To transact other business that properly comes before the meeting and any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement, which is attached to, and made a part of, this notice. Our board of directors has fixed the close of business on April ~~4, 2016, are~~9, 2024 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the ~~annual meeting~~2024 Annual Meeting and at any and all adjournments or postponements thereof.

~~Under rules approved by~~

We are using the ~~Securities~~“Notice and ~~Exchange Commission, we are~~Access” method of furnishing proxy materials onto our stockholders via the ~~Internet in addition to mailing paper copies of the materials to each registered stockholder.~~Internet. Instructions on how to access and review the proxy materials on the Internet can be found on the ~~proxy card sent to registered stockholders and on the~~ Notice of Internet Availability of Proxy Materials (the “Notice”) ~~sent~~mailed to stockholders ~~who hold their shares in “street name” (i.e. in the name~~ of ~~a broker, bank~~record on or ~~other record holder).~~about April 23, 2024. The Notice ~~will~~ also ~~include~~contains instructions ~~for stockholders who hold their shares in street name~~ on how to ~~access~~receive a paper copy of the proxy ~~card to vote over the Internet.~~

materials.

Your vote is important, and whether or not you plan to attend the ~~annual meeting,~~2024 Annual Meeting, please vote as promptly as possible. We encourage you to ~~vote~~submit your proxy via the Internet, as it is the most convenient and cost-effective method of voting. You may also ~~vote~~submit your proxy by telephone or by mail (if you ~~received~~receive paper copies of the proxy ~~materials)~~materials or request a paper proxy card). Instructions regarding all three methods of voting are included in the Notice, the proxy card and the proxy statement.

Thank you in advance for voting and for your support of ~~Rent-A-Center.~~

Upbound Group, Inc.

By ~~order~~Order of the Board of Directors,

~~Dawn M. Wolverton~~

/s/ Bryan Pechersky
Bryan Pechersky
Executive Vice President ~~– Assistant~~— General Counsel
and Corporate Secretary

~~April 18, 2016~~

Upbound Group, Inc.
5501 Headquarters Drive, Plano, Texas

75024
April 23, 2024

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2024

This Notice of Annual Meeting, the proxy statement and our annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) (which we are distributing in lieu of a separate annual report to stockholders) are available on our website at investor.upbound.com, in the “Financials and Filings — Annual Reports and Proxies” subsection. Additionally, you may access the Notice of Annual Meeting, the proxy statement and the 2023 Form 10-K at www.proxyvote.com.

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Table of Contents

		Page
SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE ~~2016~~2024 ANNUAL MEETING AND VOTING PROCEDURES		3	5
Who may vote?			5
What constitutes a quorum?			5
How do I vote?			5
How will the proxies be voted?			6
How do I revoke my proxy if desired?			6
How many votes must each proposal receive to be adopted?			6
What are broker non-votes?			7
Who is soliciting my proxy?			8
PROPOSAL ONE:	ELECTION OF DIRECTORS		5	9
Nominees for Director at the 2024 Annual Meeting			9
~~BOARD INFORMATION~~Board Diversity and Skills Matrix		8	13
CORPORATE GOVERNANCE			14
~~DIRECTOR COMPENSATION~~General		10	14
Code of Business Conduct and Ethics			14
~~CORPORATE GOVERNANCE~~Structure of the Board		12	14
Board Oversight			17
Director Compensation			18
Director Nominations			19
Director Attendance			21
Procedures for Reporting Accounting Concerns			21
Communications with the Board			21
Related Person Transactions			22
Investor Outreach			22
PROPOSAL TWO:	RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15	23
Principal Accountant Fees and Services			23
AUDIT AND RISK COMMITTEE REPORT		16	24
EXECUTIVE OFFICERS			25
~~EXECUTIVE OFFICERS~~		17

~~COMPENSATION COMMITTEE REPORT~~			18

COMPENSATION DISCUSSION AND ANALYSIS			18	27
Executive Summary			27
Compensation Process			31
Forms of Compensation			32
Termination of Employment and Change-in-Control Arrangements			37
Policies and Risk Mitigation			41
Compensation Committee Interlocks and Insider Participation			42
Section 162(m)			43
Compensation Committee Report			43
COMPENSATION TABLES			44
Summary Compensation Table			44
Grants of Plan-Based Awards			46
Outstanding Equity Awards at Fiscal Year End			47

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		Page
Option Exercises and Stock Vested			49
Non-Qualified Deferred Compensation			49
No Pension Benefits			50
Potential Payments and Benefits Upon Termination Without a Change in Control			50
Potential Payments and Benefits Upon Termination With a Change in Control			51
Equity Compensation Plan Information			53
CEO Pay Ratio			53
Historical Pay Versus Performance Disclosure			53
PROPOSAL THREE:	ADVISORY VOTE ON EXECUTIVE COMPENSATION		40	58
PROPOSAL FOUR: AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY LAW			59
PROPOSAL ~~FOUR:~~ FIVE: MISCELLANEOUS AMENDMENTS TO THE CERTIFICATE OF INCORPORATION	~~APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~		4061

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~			45

~~RELATED PERSON TRANSACTIONS~~			46

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~			46

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47	62
OTHER INFORMATION			64
~~SUBMISSION OF STOCKHOLDER PROPOSALS~~Delinquent Section 16(a) Reports		48	64
Annual Report on Form 10-K			64
~~OTHER BUSINESS~~“Householding” of Proxy Materials		48	64
Submission of Stockholder Proposals			64
~~Appendix A – Rent-A-Center, Inc. Long-Term Incentive Plan~~Other Business		~~A-1~~

	65
ANNEX A: CERTIFICATE OF INCORPORATION AMENDMENT		A-1
ANNEX B: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES		B-1

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Proxy Statement

For the Annual Meeting of Stockholders
To Be Held on June 4, 2024

This proxy statement is furnished in connection with the solicitation of proxies by ~~Rent-A-Center,~~Upbound Group, Inc., on behalf of its ~~Board~~board of ~~Directors~~directors (the “Board”), for the ~~2016~~2024 annual meeting of stockholders of the Company (the “2024 Annual ~~Meeting of Stockholders. This~~Meeting”). In this proxy statement, references to “Upbound”, the “Company”, “we”, “us”, “our” and ~~related proxy materials are being made available on~~similar expressions refer to Upbound Group, Inc., unless the ~~Internet and mailed~~context of a particular reference provides otherwise. Although we refer to our ~~registered stockholders~~website and other websites in this proxy statement, the information contained on our website or other websites is not a part of this proxy statement. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed on or about April ~~18, 2016.~~

~~Proxy Summary~~

23, 2024 to stockholders of record as of April 9, 2024.

SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For information regarding our ~~2015~~2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, ~~2015. Page references are supplied~~2023 (the “2023 Form 10-K”).

Meeting Information

Date & Time: 8:00 a.m., Central Time, on Tuesday, June 4, 2024, or at such other time to ~~help you find further information~~which the meeting may be adjourned or postponed. References in this proxy ~~statement.~~

statement to the 2024 Annual Meeting ~~Information~~

~~Date & Time:~~ ~~8:00 a.m. Central~~also refer to any adjournments, postponements or changes in time ~~on Thursday, June 2, 2016~~

or location of the meeting, to the extent applicable.

Location: ~~Rent-A-Center,~~Upbound Group, Inc. Field Support Center, 5501 Headquarters Drive, Plano, Texas ~~75024~~

75024.

Eligibility to Vote: You can vote if you were a stockholder of record at the close of business on April ~~4, 2016 (see page 3 for information on how to vote)~~

~~Voting matters~~

9, 2024 by following the instructions set forth in this proxy statement.

Overview of Proposals


Proposal		Board Vote Recommendation		~~Page Reference (for more detail)~~
	One: Election of Directors		FOR each Director Nominee		5
	Two: Ratification of Auditors		FOR		15
	Three: Advisory Vote on Executive Compensation		FOR		40
~~Approve 2016 Long-Term Incentive Plan~~	Four: Adoption of the Exculpation Amendment to the Certificate of Incorporation		FOR
	40Five: Adoption of the Miscellaneous Amendments to the Certificate of Incorporation		FOR

UPBOUND GROUP, INC. - 2024 Proxy Statement1

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Board Information

Board Nominees ~~(page 5)~~

The following table provides summary information about each director nominee who is nominated for ~~election~~re-election at the ~~2016 annual meeting.~~2024 Annual Meeting. Each director nominee will serve a ~~three year~~one-year term expiring at the ~~2019~~2025 annual meeting of stockholders and until their successors are elected and ~~qualified. Information regarding our directors whose terms continue past this year’s stockholder meeting begins~~qualified, or until their earlier death, resignation, disqualification or removal. As previously disclosed, Ms. You will not seek re-election and her service on ~~page 6.~~

Name    Age    Director
Since    Experience/Qualification    Independent    Committee
Memberships Other Public
Company Boards
Robert D. Davis
   44    2013    • Chief Executive Officer and former
   Chief Financial Officer
• over 20 years Company
   experience
      N/A N/A
Steven L. Pepper
   53    2013    • International
• Multi-unit management
• Franchise operations
   X    Audit & Risk;
Finance (Chair) N/A

~~Executive Compensation~~

~~Principles (page 18)~~

~~We generally target total direct compensation (base salary, annual incentive and long-term incentive compensation)~~the Board will end at the 50^th~~-75~~^th ~~percentile~~2024 Annual Meeting, and, accordingly, Ms. You is not one of ~~that paid at similarly-situated public companies~~the director nominees. Ms. You’s decision to not seek re-election was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies. Additional information about each nominee, including the Board’s diversity and skills matrix, can be found under “Proposal One: Election of Directors” below.

Name(1)	Age	Director Since	Independent	Committee Memberships	Other Public Company Boards
Jeffrey Brown (Chairman)	63	2017	Yes	Audit & Risk (chair)	Medifast, Inc.
Mitchell Fadel	66	2017	—	—	—
Molly Langenstein	60	2024	Yes	Compensation Nominating and Corporate Governance	—
Harold Lewis	63	2019	Yes	Audit & Risk Compensation	—
Glenn Marino	67	2020	Yes	Compensation (chair) Nominating and Corporate Governance	PRA Group, Inc.
Carol McFate	71	2019	Yes	Audit & Risk Nominating and Corporate Governance (chair)	—

(1)

Former director Christopher Hetrick’s service on the Board ended upon his resignation on February 29, 2024 (which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies) and, accordingly, Mr. Hetrick is not one of the director nominees.

Independent Directors

Other than our Chief Executive Officer (“CEO”), all members of the Board are independent as determined in accordance with applicable rules of Nasdaq and the Securities and Exchange Commission (the “SEC”) and as determined by our Board.

Board Leadership Structure; Independent Chairman

Our Board separates the roles of Chairman and Chief Executive Officer. Mr. Brown serves as Chairman, and Mr. Fadel serves as our Chief Executive Officer.

Board Diversity

Our Board includes a range of individuals with diverse backgrounds and experiences, including both gender and ethnic diversity.

Corporate Governance

General

Our Board has established corporate governance practices designed to serve the best interests of our Company and our stockholders, including:

•

a code of business conduct and ethics applicable to all of our Board members and employees;

•

a majority voting standard in non-contested elections for directors;

•

annual elections for all directors;

2UPBOUND GROUP, INC. - 2024 Proxy Statement

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•

a policy for the submission of complaints or concerns relating to accounting, internal accounting controls or auditing matters; and

•

procedures regarding stockholder communications with our Board and its committees.

Director Compensation

Under our current compensation program, our non-employee directors receive annual retainers, which are payable in cash unless the applicable director has elected to receive all or a portion of such amount in the ~~retail~~form of deferred stock units (“DSUs”), as well as an annual DSU award under the Upbound Group, Inc. Amended 2021 Long-Term Incentive Plan (the “2021 Plan”) with a grant date value of $145,000 for 2024. In addition, non-employee directors may elect to defer cash dividends otherwise payable on DSUs into additional DSUs. The Company provides a 25% matching contribution on deferrals of cash retainers and ~~consumer finance sector, with~~ cash dividends into DSUs.

Mr. Fadel, our Chief Executive Officer and our only employee director, is not entitled to receive compensation ~~(base salary and annual incentives) targeted at the 50~~^th ~~percentile, and long-term incentive compensation targeted at the 75~~^th ~~percentile.~~ for his service as a director.

Executive Compensation

Program Objectives

The objectives of our executive compensation program are to:

•

attract, retain and motivate senior executives with competitive compensation opportunities;

•

balance short-term and long-term strategic goals;

•

align our executive compensation program with the core values identified in our mission ~~statement, which focuses on improving the quality of life for our co-workers~~statement; and ~~our customers; and~~

•

reward achievement of our financial and non-financial goals.

The Company’s compensation philosophy focuses on ensuring a competitive target total direct compensation (base salary, annual incentive opportunity and long-term incentive compensation opportunity) based on market data for compensation paid at similarly situated public companies in the retail and consumer finance sectors, which include companies in the Company’s Peer Group (as described under “Compensation Discussion and Analysis” below). The Compensation Committee ultimately exercises discretion to finalize pay levels based on numerous factors, including tenure, experience, historical performance and responsibilities.

The following are the primary forms of compensation ~~are~~ currently utilized by the Compensation Committee in compensating our named executive officers:

•

base salary, which is paid in cash;

•


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		1

annual incentive compensation, which (to the extent earned for a particular year) is paid in cash and, for 2023, was based on (1) consolidated Adjusted EBITDA, (2) Acima segment revenue, and (3) Rent-A-Center segment revenue. For purposes of the annual incentive compensation, consolidated Adjusted EBITDA is ~~focused on two metrics – profitability~~calculated as net earnings before interest, taxes, stock-based compensation, depreciation and ~~revenue;~~amortization, and the impacts of the annual incentive compensation expense, as adjusted for certain gains and charges we view as extraordinary, unusual or non-recurring in nature or which we believe do not reflect our core business activities (“Adjusted EBITDA”); and

•

long-term incentive compensation, which consists of ~~stock options which vest ratably over four years beginning on the first anniversary of the date of grant,~~(1) restricted stock units which ~~cliff~~ vest ~~after three years,~~one-third each year over a three-year period, and (2) performance stock units which vest based solely on a relative total shareholder return metric over a three-year measurement ~~period;~~period.

~~double trigger severance arrangements; and~~

~~fringe benefits, including perquisites, with no tax gross-ups.~~

Pay for Performance; Relative Total Shareholder Return ~~(page 25)~~

Our executive compensation program directly links a substantial portion of executive compensation to our financial and stock price performance through both annual and long-term incentives.

For the 2023 annual cash incentive program, based on Company performance, each named executive officer received an amount equal to 144% of such person’s target bonus amount.

In 2021, our Compensation Committee ~~has adopted a~~granted eligible executive officers performance-based restricted stock units based on our relative ~~total shareholder return metric~~Total Shareholder Return (“TSR”) as compared to the S&P 1500 Specialty Retail Index over a three-year measurement period, which ended December 31, 2023. Our relative TSR performance as compared to the S&P 1500 Specialty

UPBOUND GROUP, INC. - 2024 Proxy Statement3

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Retail Index for the three-year period ranked us 37 out of 54 companies in the S&P 1500 Specialty Retail Index, which resulted in the vesting ~~condition for grants~~ of ~~performance~~50% of the performance-based restricted stock units ~~pursuant to our long-term incentive compensation program.~~

~~Stock~~that were granted.

Equity Ownership Guidelines ~~(pages 11 and 27)~~

We believe that our Board and our management should have a significant financial stake in the Company to ensure that their interests are aligned with those of our stockholders. To that end, our directors, ~~as well as our~~ Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents are subject to equity ~~interest guidelines as described on pages 11~~ownership guidelines.

Hedging and ~~27, respectively. In addition, our~~Pledging Restrictions

Our insider trading policy prohibits our directors, officers and ~~executive officers~~employees from engaging in hedging, monetization or ~~other derivative~~options transactions related to our securities or transactions involving ~~our common stock. We~~any derivative security of the Company or similar instruments.

Our insider trading policy also ~~do not allow shares~~prohibits the holding of ~~our common stock owned~~securities of the Company in a margin account or pledging securities of the Company as collateral for a loan, in each case unless they are treated as non-marginable by ~~any of our directors or named executive officers to be pledged.~~

the brokerage firm.

Clawback Policy ~~(page 27)~~

~~Our~~

In accordance with the rules adopted by the SEC and Nasdaq, our Board has adopted aan amended clawback policy ~~applicable~~effective as of December 1, 2023 that requires the Company to ~~our executive officers as~~recover any compensation that is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure in the event that the Company is required to prepare a financial restatement to correct a material error (as described ~~on page 27.~~

under “Compensation Discussion and Analysis — Policies and Risk Mitigation — Clawback Policy”). This clawback policy replaced the Company’s previous clawback policy, which was adopted in September 2022.

~~Pay for Performance (page 18)~~

Our executive compensation program directly links a substantial portion of executive compensation to our financial performance through annual and long-term incentives. For the 2015 annual cash incentive program, the EBITDA goal was achieved at 85.5% of target, which resulted in a 25% payout of the 75% of the target bonus amounts attributable to the EBITDA target (see the payout schedule below), and the revenue goal was achieved at 98.9% of target, which resulted in a 75% payout of the 25% of the target bonus amounts attributable to the revenue target (see the payout schedule below).

We failed to achieve more than 80% of the three-year EBITDA target established in connection with the grant in 2013 of performance-based restricted stock units pursuant to our long-term incentive compensation program. Accordingly, none of the performance-based restricted stock units granted as part of the 2013 long-term incentive compensation awards was earned and no shares were issued to our named executive officers pursuant to such awards.

In 2015, our Compensation Committee adopted relative total shareholder return as the performance metric with respect to performance-based restricted stock units granted pursuant to our long-term incentive compensation program, rather than the EBITDA metric historically used. In connection with this change, our Compensation Committee granted to our named executive officers performance-based restricted stock units based on our relative total stockholder return as compared to the S&P 1500 Specialty Retail Index over a one-year measurement period. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the one-year period ending December 31, 2015, ranked below the 25th percentile, which resulted in no shares vesting.

4UPBOUND GROUP, INC. - 2024 Proxy Statement


	2			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

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QUESTIONS AND ANSWERS ABOUT THE ~~2016~~2024 ANNUAL MEETING AND VOTING PROCEDURES

~~Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?~~

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our Annual Report on Form 10-K available on the Internet, in addition to mailing a printed copy of these materials to our registered stockholders. If you received the Notice by mail and would prefer to receive a printed copy of our proxy materials, please follow the

instructions for requesting printed copies included in the Notice. The Notice also contains instructions on how to access and review all of the important information contained in the proxy materials provided on the Internet, including how you may submit your proxy by telephone or over the Internet.

Who may vote?

Stockholders of record as of the close of business on April ~~4, 2016,~~9, 2024, the record date for the ~~annual meeting,~~2024 Annual Meeting, may vote at the meeting. Each share of common stock entitles the holder to one vote per share. As of ~~February 22, 2016,~~April 9, 2024, there were ~~53,091,850~~54,599,135 shares of our common stock ~~outstanding.~~

outstanding, which were held by 36 holders of record. Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

•

Stockholder of record: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the company or to vote at the 2024 Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use. You may also submit your proxy on the Internet, or by telephone.

•

Beneficial owner: If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you must instruct the broker or other nominee how to vote your shares.

What constitutes a quorum?

The holders of at least a majority of our outstanding shares of common stock entitled to vote at the ~~annual meeting~~2024 Annual Meeting must be present or represented by proxy at the ~~annual meeting in person or by proxy~~2024 Annual Meeting to have a quorum. Any stockholder present at the ~~annual meeting, either in person~~2024 Annual Meeting or represented by proxy, but who abstains from voting, and “broker non-votes” will be counted for purposes of determining whether a quorum exists.

If a quorum is not present, the meeting may be adjourned or postponed from time to time until a quorum is obtained.

How do I vote?

You cannot vote your shares of common stock unless you are present at the meeting or you have previously given your ~~proxy. You can~~proxy before the applicable deadline. If you are a registered stockholder, you may vote byyour shares or submit a proxy in one of the following ~~three~~ convenient ways:

		Voting Method				Description of Process
		By Internet				You may submit a proxy electronically on the Internet, by visiting the website shown on the Notice or proxy card and following the instructions.
		By Telephone				If you request paper copies of the proxy materials by mail, you may submit a proxy by telephone, by calling the toll-free telephone number shown on the Notice or proxy card and following the instructions.
		By Mail				If you request paper copies of the proxy materials by mail, you may submit a proxy by signing, dating and returning a paper proxy card in accordance with its instructions. The Notice provides instructions on how to request a paper proxy card and other proxy materials.
		In Person				By properly and timely completing and delivering a company ballot to the inspector of election at the 2024 Annual Meeting, prior to the closing of the polls.

~~by mail – if~~If you ~~received~~are submitting your proxy ~~materials by mail, you can vote by mail by completing, signing, dating and returning the proxy card in the enclosed envelope;~~

on the Internet ~~by visiting~~prior to the ~~website shown on the Notice~~2024 Annual Meeting or ~~the proxy card and following the instructions; or~~

by telephone, your voting instructions must be received by ~~calling the toll-free telephone number shown~~11:59 p.m., Eastern Time, on ~~the Notice~~June 3, 2024, unless you are a participant in our 401(k) plan, in which case your voting instructions must be received by 11:59 p.m., Eastern Time, on May 30, 2024.

UPBOUND GROUP, INC. - 2024 Proxy Statement5

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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING PROCEDURES

If your shares are held in street name, you will receive instructions from your bank, broker or ~~the proxy card and following the instructions.~~other holder of record that you must follow in order for your shares to be voted.

How will the proxies be voted?

The Board has appointed each of Mr. Bryan Pechersky, Executive Vice President — General Counsel and Corporate Secretary, and Mr. Fahmi Karam, Executive Vice President — Chief Financial Officer, as the management proxyholders for the 2024 Annual Meeting. All properly executed proxies, unless revoked as described below, will be voted by a management proxyholder at the meeting in accordance with your directions on the proxy. If a properly executed proxy does not provide instructions, the shares of common stock represented by your proxy will be voted:

		Proposal				Board Recommendation
		One: Election of Directors				“FOR” each of the Board’s nominees for director
		Two: Ratification of the Audit & Risk Committee’s Selection of Ernst & Young LLP				“FOR” the ratification of the Audit & Risk Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2024
		Three: Advisory Vote on Executive Compensation				“FOR” the resolution approving, on an advisory basis, the compensation of the named executive officers for the year ended December 31, 2023, as set forth in this proxy statement
		Four: Adoption of the Exculpation Amendment to the Certificate of Incorporation				“FOR” the approval of the Exculpation Amendment
		Five: Adoption of the Miscellaneous Amendments to the Certificate of Incorporation				“FOR” the approval of the Miscellaneous Amendments

As of the ~~Board’s nominees for Class I director;~~

~~“FOR”~~date of this proxy statement, the ~~ratification~~Board is not aware of any other business or nominee to be presented or voted upon at the ~~Audit & Risk Committee’s selection~~2024 Annual Meeting. Should any other matter requiring a vote of ~~KPMG LLP as our independent registered public accounting firm for 2016;~~

~~“FOR”~~stockholders properly arise, the ~~resolution approving the compensation of the named executive officers for the year ended December 31, 2015, as set forth in the proxy statement; and~~

~~“FOR” the approval of the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan.~~

~~The~~management proxy holders will use their discretion ~~on any other matters that properly come before~~to vote the ~~meeting.~~proxies in accordance with their best judgment in the interests of the Company. Unless otherwise stated, all shares represented by your completed, returned, and signed proxy will be voted as described above.

How do I revoke my proxy if desired?

If you are ~~voting on the Internet or by telephone, the proxies will be voted in accordance with your voting instructions. If~~a registered stockholder, you are voting on the Internet or by telephone, your voting instructions must be received by 11:59 p.m., Eastern time on June 1, 2016, unless you are a participant in our 401(k) plan, in which case your voting instructions must be received by 11:59 p.m., Eastern time, on May 31, 2016.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		3

~~QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTING PROCEDURES~~

~~How may I revoke my proxy?~~

~~You~~ may revoke your proxy ~~at any time before or at~~by timely following one of the ~~annual meeting (in each case, before the vote at the annual meeting) by:~~

Delivering a signed, written revocation letter, dated later than the proxy, to Dawn M. Wolverton, Vice President – Assistant General Counsel and Secretary, at 5501 Headquarters Drive, Plano, TX 75024;processes set forth below.

•	~~Delivering~~Revocation Method	Description of Process
	New Proxy Card	Deliver a signed proxy, dated later than the first one, which proxy must be received by the Company prior to ~~Alliance Advisors, 200 Broadacres~~the vote at the 2024 Annual Meeting
	New Internet/Telephone Proxy	Submit a proxy at a later time on the Internet or by telephone, if you previously voted on the Internet or by telephone, which vote must be submitted prior to the deadline set forth above
	New Vote at 2024 Annual Meeting	Attend the meeting and vote in person or by proxy (attending the meeting alone will not revoke your proxy)
	Written Notice to the Company	Deliver a signed, written revocation letter, dated later than the previously submitted proxy, to Bryan Pechersky, Executive Vice President — General Counsel & Corporate Secretary, at 5501 Headquarters Drive, 3^rd ~~Floor, Bloomfield, NJ 07003;~~Plano, TX 75024, which letter must be received by the Company on the business day prior to the 2024 Annual Meeting

~~Voting at~~If you are a ~~later time on~~street name stockholder and you submit a voting instruction form, you may change your vote by submitting new voting instructions to your bank, broker or other holder of record in accordance with the ~~Internet~~procedures of such bank, broker or ~~by telephone, if you previously voted on the Internet or by telephone; or~~

~~Attending the meeting and voting in person or by proxy. Attending the meeting alone will not revoke your proxy.~~

other holder of record.

How many votes must each proposal receive to be adopted?

Under our Bylaws, directors are elected by a majority of the votes cast in uncontested elections. Accordingly, the numbers of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. In contested elections,

The table below summarizes, for each voting item, the vote ~~standard would be a plurality~~threshold required for approval, and the effect of ~~votes cast. Each share may~~abstentions and broker non-votes (i.e., shares held in street name that cannot be voted ~~for~~on certain matters by the stockholder of record if the beneficial owner has not provided voting instructions). The Board recommends a vote “FOR” each of the ~~nominees, but no share may be voted more than once for any particular nominee. Broker non-votes and abstentions will not affect the outcome of the vote.~~

proposals below.

6UPBOUND GROUP, INC. - 2024 Proxy Statement

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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING PROCEDURES

Proposal

Required Vote for Approval

Impact of Broker Non-Votes and
Abstentions

One: Election of Directors

Under our bylaws, directors are elected by a majority of the votes cast in uncontested elections. Accordingly, the numbers of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. In contested elections, the vote standard would be a plurality of votes cast. Each share may be voted for each of the nominees, but no share may be voted more than once for any particular nominee.

Broker non-votes and abstentions will not affect the outcome of the vote.

Two: Ratification of the Audit & Risk Committee’s Selection of Ernst & Young LLP

A majority of the votes cast is required to ratify Ernst & Young LLP as our independent registered public accounting firm.

Certain brokers have discretionary authority in the absence of timely instructions from their customers to vote on this proposal. Abstentions will not affect the outcome of the vote.

Three: Advisory Vote on Executive Compensation

The affirmative vote of the holders of a majority in voting power of the shares of common stock present or represented by proxy and entitled to vote thereon is required to approve the advisory resolution on executive compensation.

Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote “against” this proposal.

Four: Adoption of the Exculpation Amendment to the Certificate of Incorporation

The affirmative vote of the holders of a majority of the outstanding shares of common stock that are entitled to vote thereon is required to approve the Exculpation Amendment.

Broker non-votes and abstentions will have the same effect as a vote “against” this proposal.

Five: Adoption of the Miscellaneous Amendments to the Certificate of Incorporation

The affirmative vote of the holders of a majority of the outstanding shares of common stock that are entitled to vote thereon is required to approve the Miscellaneous Amendments.

Broker non-votes and abstentions will have the same effect as a vote “against” this proposal.

A representative of Broadridge Financial Services, Inc. will tabulate the votes ~~cast is required to ratify KPMG~~and act as ~~our independent registered public accounting firm. Broker non-votes and abstentions will have no effect on the outcome~~inspector of ~~the vote to ratify KPMG.~~

elections.

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting is required to approve the advisory resolution on executive compensation and the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan. Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote “against” the advisory resolution on executive compensation and the approval of the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan.

What are broker non-votes?

Broker non-votes occur when nominees, such as banks and brokers, holding shares on behalf of beneficial owners, or customers, do not receive voting instructions from the customers. Brokers holding shares of record for customers generally are not entitled to vote on certain “non-routine” matters unless they receive voting instructions from their customers. In the event that a broker does not receive voting instructions for these matters, a broker may notify us that it lacks voting authority to vote those shares. These broker non-votes refer to votes that could have been cast on the matter in question by brokers with respect to uninstructed shares if the brokers had received their customers’ instructions. These broker non-votes will be included in determining whether a quorum exists.

Your ~~bank or~~ broker is not permitted to vote your uninstructed shares in respect of “non-routine” matters, including Proposal One (election of directors), Proposal Three (advisory vote on executive compensation), Proposal Four (approval of the ~~election~~Exculpation Amendment to the Certificate of ~~directors on~~Incorporation) or Proposal Five (approval of the Miscellaneous Amendments to the Certificate of Incorporation). As a ~~discretionary basis. Thus,~~result, if you hold your shares in street name and you do not instruct your ~~bank or~~ broker how to vote, no votes will be cast on your behalf in ~~the election of directors, or with~~ respect ~~to Proposal 3 (advisory vote on executive compensation) and Proposal 4 (approval~~ of the ~~Rent-A-Center, Inc. 2016 Long-Term Incentive Plan).~~ foregoing matters. However, if you hold your shares in street name and you do not instruct your broker how to vote in respect of certain “routine” matters, including Proposal Two (ratification of auditors), your broker might be entitled to vote your shares.

To be ~~sure~~certain your shares are voted in the manner you desire, you should instruct your bank or broker how to vote your shares.

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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING PROCEDURES

Who is soliciting ~~this~~my proxy?

The Board ~~of Directors~~ is soliciting ~~this proxy. In addition to~~your proxy and we will bear the ~~solicitation~~cost of ~~proxies by mail, proxies~~soliciting proxies. Proxies may ~~also~~ be solicited by telephone, electronic mail, personal interview or ~~personal interview.~~other means of communication. We will reimburse banks, brokers, custodians, nominees and fiduciaries for reasonable expenses they incur in sending ~~these~~ proxy materials to you if you are a beneficial holder of our shares. We have engaged

~~Alliance Advisors~~ Saratoga Proxy Consulting LLC, a proxy solicitation firm, to assist in the solicitation of ~~proxies. We~~proxies for which we will pay ~~that firm $8,000~~a fee in the amount of $10,000 and will also reimburse Saratoga Proxy Consulting LLC for ~~its proxy solicitation services~~reasonable and ~~reimburse its~~customary out-of-pocket expenses incurred in performing such services.

8UPBOUND GROUP, INC. - 2024 Proxy Statement

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Nominees for ~~such items as mailing, copying, phone calls, faxes and other related matters in an amount not to exceed $2,000.~~

Director at the 2024 Annual Meeting


	4			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~


~~PROPOSAL ONE:~~		~~ELECTION OF DIRECTORS~~

~~What is~~

Currently, the ~~organizational structure of the Board?~~

~~The~~ number of directors ~~currently~~ constituting our entire Board is ~~nine. The directors are divided into three classes. In general, directors in~~seven, each ~~class serve for a term~~ of ~~three years.~~

~~How many directors are to be elected?~~

~~Two Class I directors are to be~~whom is elected ~~by our stockholders. Paula Stern, Ph.D., currently serving as a Class I director, is not standing for re-election and her term will end~~ at the ~~2016 Annual Meeting~~annual meeting of ~~Stockholders.~~

~~Who are~~stockholders to serve one-year terms expiring at the ~~board nominees?~~

following annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.

Our Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated ~~each of Robert D. Davis and Steven L. Pepper~~six sitting directors to be ~~elected~~re-elected as ~~Class I~~ directors by our stockholders. The nominees include Molly Langenstein who was first appointed by the ~~stockholders.~~ Board as a director and member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee effective April 1, 2024.

The qualifications necessary for a board nominee and the Nominating and Corporate Governance Committee’s process for evaluating prospective board members is discussed under “Director Nominations — Qualifications” below. Specific experience and relevant considerations with respect to each nominee are set forth in each candidate’s respective biography below.

Each ~~of Mr. Davis and Mr. Pepper~~nominated director has agreed to stand for ~~election. However,~~re-election; however, should ~~either~~any of them become unable or unwilling to accept such nomination, ~~or election,~~ the shares of common stock voted for that nominee by proxy will be voted for the election of a substitute nominee ~~whom~~as the ~~proxy holders believe will carry out our present policies.~~Board may recommend, or the Board may reduce the number of directors to eliminate the vacancy. If any nominee is unable to serve his or her full term, the Board may reduce the number of directors or designate a substitute to serve until the subsequent annual meeting of stockholders. Our Board ~~of Directors~~ has no reason to believe that ~~either~~any of ~~Messrs. Davis or Pepper~~the director nominees will be unable or unwilling to serve ~~if elected,~~as a director, and, to the knowledge of the Board, each intends to serve a full term if elected as a director of the ~~entire term for which election is sought.~~

~~We urge~~Company.

Our Board recommends that you to vote “FOR” each of ~~Mr. Davis and Mr. Pepper~~

the director nominees.

Jeffrey Brown

Chairman of the Board; Independent Director
Age: 63
Director Since: 2017
Committees Served: Audit & Risk (chair)
Gender: Male
Ethnicity: Caucasian

~~Robert D. Davis~~

Mr. Brown is the Chief Executive Officer and founding member of Brown Equity Partners, LLC (“BEP”), which provides capital to management teams and companies needing equity capital. Prior to founding BEP in 2007, Mr. Brown served as a founding partner and primary deal originator of the venture capital and private equity firm Forrest Binkley & Brown from 1993 to 2007. Mr. Brown has worked at Hughes Aircraft Company, Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation.

In his 37 years in the investment business, Mr. Brown has served on over 50 boards of directors, including the boards of directors of ten public companies. Since June 2017, Mr. Brown has served as a director of Upbound Group, Inc., and is currently its Chairman. Since June 2015, Mr. Brown has served as the Lead Director of Medifast, Inc., where he also serves as chairman of the Audit Committee and is a member of the Executive Committee. Mr. Brown previously served as a director for companies, including Cadiz, Inc., Golden State Vintners, Inc., Nordion, Inc., Outerwall, Inc. and Stamps.com, Inc.

We believe Mr. Brown’s extensive public and private company board experience, significant transactional experience and strong financial experience, provide valuable perspectives and leadership to the Board as we pursue our strategic growth objectives.

UPBOUND GROUP, INC. - 2024 Proxy Statement9

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PROPOSAL ONE: ELECTION OF DIRECTORS

Mitchell Fadel

Director; Chief Executive Officer ~~and Director~~

Age: 44

66
Director Since: ~~2013~~

2017
Committees Served: ~~None~~

N/A
Gender: Male
Ethnicity: Caucasian; Middle Eastern

Mr. ~~Davis~~Fadel has served as one of our directors since June 2017 and was named Chief Executive Officer on January 2, 2018. Mr. Fadel was self-employed prior to joining the Company after most recently serving as President — U.S. Pawn for EZCORP, Inc., a leading provider of pawn loans in the United States and Mexico, from September 2015 to December 2016. Prior to that, Mr. Fadel served as President of the Company (beginning in July 2000) and Chief Operating Officer (beginning in December 2002) each until August 2015, and also as a director of the Company from December 2000 to November 2013. From 1992 until 2000, Mr. Fadel served as President and Chief Executive Officer of the Company’s subsidiary Rent-A-Center Franchising International, Inc. f/k/a ColorTyme, Inc. Mr. Fadel’s professional experience with the Company also includes previously serving as a Regional Director and a District Manager.

As our Chief Executive Officer, effective as of February 1, 2014, after previously serving as our Executive Vice President – Finance since February 2008, as our Chief Financial Officer since March 1999 and as our Treasurer since January 1997. From September 1999 until February 2008, Mr. ~~Davis served as our Senior Vice President – Finance. From September 1998 until September 1999, Mr. Davis served as our Vice President – Finance and Treasurer. Mr. Davis began his employment~~Fadel’s day-to-day leadership provides him with ~~us in 1993.~~

~~With over 20 years of experience with the Company, including 15 as Chief Financial Officer, Mr. Davis has an~~ intimate knowledge of our operations ~~and financial position~~ that isare a vital component of our Board discussions. In addition, Mr. Fadel brings 40 years of experience in and knowledge of the rent-to-own industry, including his previous tenure as our President and Chief Operating Officer, to the Board. We believe Mr. ~~Davis’~~Fadel’s service as our Chief Executive Officer creates a critical link between management and our Board, enabling our Board to perform its oversight function with the benefit of management’s perspectives on our business.

				Molly Langenstein
				Independent Director Age: 60 Director Since: 2024 Committees Served: Compensation; Nominating and Corporate Governance Gender: Female Ethnicity: Caucasian

Ms. Langenstein was appointed to the Board in 2024. Ms. Langenstein is a 30-year retail industry veteran with a proven track record of building multiple successful brands. Her experience and leadership include navigating the evolving digital landscape for consumers and delivering omni-channel experiences. Most recently, Ms. Langenstein served as the Chief Executive Officer and President and a member of the board of directors of Chico’s FAS (“Chico’s”), one of the leading fashion retailers in North America, until Chico’s was acquired by Sycamore Partners in January 2024. Ms. Langenstein joined Chico’s in August 2019 as the company’s President, Apparel Group. She transitioned to the role of CEO and President on June 24, 2020. Before joining Chico’s, she spent nearly three decades at Macy’s, Inc., where she was promoted to numerous executive positions with increasing scope and responsibility, including General Business Manager, Ready-to-Wear at Macy’s from 2017 to 2019. Prior to that, she served as Chief Private Brands Officer of Macy’s and Bloomingdale’s from 2015 to 2017. Ms. Langenstein served as Executive Vice President of Private Brands for Men’s and Children’s Wear at Macy’s Private Brands from 2013 to 2014. In 2012, she was named Executive Vice President, Group Merchandise Manager of Millennial at Macy’s. Ms. Langenstein received her Bachelor of Science degree in fashion merchandising from Kent State University. Ms. Langenstein has served on the Kent State University Advisory Board since 2017.

We believe Ms. Langenstein’s significant recent experience in the retail industry, including omni-channel and digital consumer offerings, and her senior executive leadership experience provide our Board with a valuable perspective as our Company pursues its strategic objectives.

10UPBOUND GROUP, INC. - 2024 Proxy Statement

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PROPOSAL ONE: ELECTION OF DIRECTORS

Harold Lewis

~~Steven L. Pepper~~

Independent Director

Age: 53

63
Director Since: ~~2013~~

2019
Committees Served: Audit & Risk; ~~Finance (Chair)~~

Compensation
Gender: Male
Ethnicity: African American

~~In 2011,~~

Mr. ~~Pepper retired as President~~Lewis brings over 30 years of Yum Brands Mexico, a position he had held since 2001. Over the course of his twenty-year career with Yum, Mr. Pepper was responsible for the company’s businesses in Europe, Africa and Brazil, as well as serving in key financial positions in the United States and Latin America. From 2006 to 2011, Mr. Pepper was also a member of Yum’s Partners Council, a leadership group comprised of the company’s twenty top executives. Since retiring from Yum, Mr. Pepper has served as an advisor to a number of private equity groups regarding investments in Latin America. Mr. Pepper also serves on the Advisory Board of Colombia’s leading diversified restaurant and food services company, a division of Grupo Nutresa.

~~Mr. Pepper’s~~ experience in ~~oversight responsibility for international operations~~financial services and ~~expansion, particularly in Mexico, is critical to the Board’s consideration of our international operations. In addition,~~mortgage lending. Mr. Pepper possesses particular knowledge and experience in a variety of areas, including accounting and financial matters, franchise operations, marketing, international markets, and global market entry that strengthens the Board’s collective knowledge, capabilities and experience.

~~Our Board of Directors recommends that you vote “FOR” each of the Board nominees.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		5

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~Who are the continuing members of the Board?~~

~~The terms of the following six members of our Board will continue past this year’s stockholder meeting.~~

~~Term to Expire at the 2017 Annual Meeting:~~

~~Mark E. Speese~~

~~Chairman of the Board; former Chief Executive Officer~~

~~Age: 58~~

~~Director Since: 1990~~

~~Committees Served: Finance~~

Mr. Speese has served as our Chairman of the Board since October 2001, as our Chief Executive Officer from October 2001 until January 2014, and as one of our directors since 1990. Mr. Speese previously served as our Vice Chairman from September 1999 until March 2001. From 1990 until April 1999, Mr. Speese served as our President. Mr. Speese also served as our Chief Operating Officer from November 1994 until March 1999.

As a founder of our company, Mr. Speese brings leadership, tremendous knowledge of our business as well as the rent-to-own industry, extensive operations experience, and his strategic vision for our company to the Board. We believe Mr. Speese’s service as our Chairman and his previous tenure as our Chief Executive Officer creates a critical link between management and our Board, enabling our Board to perform its oversight function with the benefit of management’s perspectives on our business.

~~Jeffery M. Jackson~~

~~Independent Director~~

~~Age: 60~~

~~Director Since: 2007~~

~~Committees Served: Audit & Risk (Chair); Finance~~

Mr. Jackson is Managing Director of Thayer Ventures, a venture capital company investing in technology companies that serve the travel and hospitality industries. Mr. Jackson served as the Executive Vice President – Corporate Business Development of Sabre Holdings, Inc., a travel technology company, from August 2009 to March 2012, and previously served as its Executive Vice President – Chief Financial Officer from 1998 to August 2009. Mr. Jackson served as a board member of Travelocity.com until March 2002, when it became a Sabre Holdings subsidiary. Prior to joining Sabre Holdings in 1998, Mr. Jackson served as both Vice President of Corporate Development and Treasurer, and Vice President and Controller of American Airlines, Inc. Mr. Jackson alsoLewis currently serves as ~~a director of tripBAM, Inc., ID90T, Inc., Booking Pal, Inc., Options Away, Inc. and Traxo, Inc.~~

Mr. Jackson brings financial expertise to our Board, including through his prior experience as Chief Financial Officer of Sabre as well as his service as chairman of our Audit & Risk Committee. In addition, Mr. Jackson brings strong accounting and financial skills important to the oversight of our financial reporting, significant transactions, and enterprise and operational risk management.

~~Leonard H. Roberts~~

~~Independent Director~~

~~Age: 67~~

~~Director Since: 2006~~

~~Committees Served: Compensation (Chair); Finance~~

Mr. Roberts served as the Executive Chairman of the Board of Directors of RadioShack Corporation from May 2005 until May 2006, and had previously served as a director since 1997, Chairman of the Board and Chief Executive Officer from 1999 to 2005, and President from 1993 to 1999. From 1990 to 1993, Mr. Roberts was Chairman and Chief Executive Officer of Shoney’s, Inc., and from 1985 to 1990 was the President and Chief ~~Executive~~Operating Officer of ~~Arby’s,~~BSI Financial Services, a financial services company in the mortgage industry. From August 2018 until June 2019, he served as the CEO of Renovate America, Inc., a national home improvement fintech company focused on energy efficient home improvement lending. From 2016 to 2018, Mr. ~~Roberts is currently~~Lewis was a ~~director~~senior advisor for McKinsey & Company, a worldwide management consulting firm. From 2012 to 2015, he served as President and COO of ~~J.C. Penney, Inc.~~Nationstar Mortgage, one of the largest mortgage servicers in the country. In that position, he grew Nationstar’s servicing platform from $30 billion to $400 billion and ~~Texas Health Resources.~~

mortgage origination portfolio from $1.8 billion to $25 billion while also building and managing Nationstar’s relationship with the newly created industry regulator, the Consumer Financial Protection Bureau. Prior to Nationstar Mortgage, he held C-Suite and senior executive positions at Citi Mortgage, Fannie Mae, Resource Bancshares Mortgage Group and Nations Credit, among others.

We believe that Mr. ~~Roberts’~~Lewis’ significant financial technology knowledge, broad experience with a similar customer demographic as ~~a former Chief Executive Officer of several multi-unit retail companies brings directly relatable experience~~our company and a unique perspective in retail marketing to our Board. We also believe that Mr. Roberts’ background as a board chairman brings significant corporate governance knowledge, and his experience on the compensation committee of another publicly traded company brings an understanding of compensation issues to our Compensation Committee.


	6			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~Term to Expire at the 2018 Annual Meeting:~~

~~Michael J. Gade~~

~~Independent Director~~

~~Age: 64~~

~~Director Since: 2005~~

~~Committees Served: Compensation; Nominating & Corporate Governance (chair)~~

Since 2004, Mr. Gade has been an Executive in Residence at the University of North Texas as a professor of marketing and retailing. Mr. Gade also serves as a strategic advisor to The Boston Consulting Group. A founding partner of Challance Group, LLP, Mr. Gade has over 30 years of marketing and management experience, most recently serving as senior executive for the southwest region of Home Depot, Inc. from 2003 to 2004. From 2000 to 2003, Mr. Gade served as Senior Vice President, Merchandising, Marketing and Business Development for~~7-Eleven,~~ Inc. From 1995 to 2000, Mr. Gade was employed by Associates First Capital Corporation as Executive Vice President, Strategic Marketing and Development. Mr. Gade also serves on the Board of Directors of MFRI, Inc. and The Crane Group.

~~We believe that Mr. Gade’s significant retail marketing~~consumer finance regulatory experience provides our Board with an important resource ~~with respect to~~across our marketing and advertising efforts. In addition, Mr. Gade provides leadership and governance experience through his other directorships, including service on the audit and compensation committees of such companies.

businesses.

Glenn Marino

~~Rishi Garg~~

Independent Director

Age: 38

67
Director Since: ~~2016~~

2020
Committees Served: ~~None~~

Compensation (chair); Nominating and Corporate Governance
Gender: Male
Ethnicity: Caucasian

Mr. ~~Garg~~Marino was appointed to the Board in February 2020. Mr. Marino brings ~~over fifteen~~40 years of experience in the ~~technology sector. Mr. Garg~~consumer retail finance industry, most recently ~~served~~serving as Executive Vice President, CEO — Payment Solutions and Chief Commercial Officer of ~~Corporate Development~~Synchrony Financial, Inc., a leading financial services company, from 2014 until 2018. Prior to the spin-off in 2014 of Synchrony by General Electric Corporation, Mr. Marino was an executive with the North American retail finance business of General Electric, serving as CEO — Payment Solutions and ~~Strategy at Twitter, Inc. from May 2014 to July 2015. Earlier, Mr. Garg served as the Head of Corporate Development at Square, Inc.~~Chief Commercial Officer from 2012 to ~~May 2014,~~2013, and ~~co-founder and Vice President, Business Development at FanSnap~~CEO — Sales Finance from ~~2007~~2001 to ~~December~~ 2011.

~~We believe~~ From 1999 to 2001, Mr. Garg’s strong background and experience in technology-enabled services, emerging financial technology, and digital media will provide an important perspective to our board as we continue to expand our own technology and e-commerce initiatives.

~~J. V. Lentell~~

~~Independent Director~~

~~Age: 77~~

~~Director Since: 1995~~

~~Committees Served: Nominating & Corporate Governance; Compensation; Audit & Risk~~

~~Mr. Lentell~~Marino served as ~~our Lead Director from April 2009 until January 2014. Since July 1993, he~~CEO of Monogram Credit Services, a joint venture between GE and BankOne (now JPMorgan Chase & Co.). Prior to that, Mr. Marino held various roles of increasing responsibility in finance, business development, credit risk, and marketing with General Electric and Citibank. Mr. Marino has served as a director of PRA Group, Inc. since March 2024.

We believe Mr. Marino’s extensive knowledge in retail finance, business development, and ~~Vice Chairman~~banking and his consumer finance regulatory experience provide a valuable perspective to our Board as we continue to pursue our strategic growth objectives.

UPBOUND GROUP, INC. - 2024 Proxy Statement11

TABLE OF CONTENTS

PROPOSAL ONE: ELECTION OF DIRECTORS

				Carol McFate
				Independent Director Age: 71 Director Since: 2019 Committees Served: Audit & Risk; Nominating and Corporate Governance (chair) Gender: Female Ethnicity: Caucasian

Ms. McFate served from 2006 until 2017 as the Chief Investment Officer of Xerox Corporation, a multinational provider of multifunction document management systems and services, managing retirement assets for North American and United Kingdom plans. Previously, Ms. McFate served in various finance and treasury roles for a number of prominent insurance and financial services companies, including XL Global Services, Inc., a U.S.-based subsidiary of XL Capital Ltd., a leading Bermuda-based global insurance and reinsurance company, American International Group, Inc., an American multinational property & casualty insurance, life insurance, and financial services provider, and Prudential Insurance Company of America, an American Fortune Global 500 and Fortune 500 company whose subsidiaries provide life insurance, investment management and other financial products and services to both retail and institutional customers through the U.S. and in over 30 other countries. Ms. McFate is a Chartered Financial Analyst. Ms. McFate previously served as a director, member of the Board of Directors of Intrust Bank, N.A., successor by merger to Kansas State Bank & Trust Co. Mr. Lentell was employed by Kansas State Bank & Trust Co., in Wichita, Kansas from 1966 until July 1993, servingAudit Committee and Human Resources Committee and as ~~Chairman~~the chair of the Investment Committee of Argo Group International Holdings, Ltd from 2020 to 2023. Argo was sold to Brookfield Reinsurance, a subsidiary of Brookfield Asset management in November 2023.

Ms. McFate brings over 40 years of global corporate finance experience and a varied viewpoint to the Board ~~from 1981 until July 1993.~~

~~During his 20 year tenure on~~which we believe supports us in our strategic initiatives and enhances our long-term vision, sustainable growth and shareholder value.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Board Diversity and Skills Matrix

The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our director nominees possess and bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a comprehensive list of each director nominee’s strengths or contributions to the Board. Please refer to each director’s biographical information above in this proxy statement for additional information.

Our Nominating and Corporate Governance Committee believes that diversity is one of many attributes to be considered when selecting candidates for nomination to serve as one of our directors. While the Nominating and Corporate Governance Committee has not established a formal policy regarding diversity in identifying director nominees, we believe that it is important that our directors understand the diverse populations that we serve. Indeed, Board membership should reflect diversity in its broadest sense, including persons diverse in background, geography, age, perspective, gender, and ethnicity and the Nominating and Corporate Governance Committee strives to ensure that the candidate pool reflects these attributes. Our Board diversity is discussed in greater detail under the heading “Director Diversity” below.

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General

Our Board has established corporate governance practices designed to serve the best interests of our Company and our stockholders. In this regard, our Board has, among other things, adopted:

•

a code of business conduct and ethics applicable to all members of our Board, as well as all of our employees, including as our Lead Director from April 2009 until January 2014, Mr. Lentell has provided demonstrated leadership to our Board. Mr. Lentell’s service on all Board committees during some period of that time provides him with a deep understandingChief Executive Officer, Chief Financial Officer, principal accounting officer and controller;

•

separation of the Chairman and Chief Executive Officer roles;

•

a majority voting standard in non-contested elections for directors;

•

annual elections for all directors;

•

a policy for the submission of complaints or concerns relating to accounting, internal accounting controls or auditing matters;

•

provisions in our bylaws regarding director candidate nominations and other proposals by stockholders;

•

written charters for its Audit & Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee;

•

procedures regarding stockholder communications with our Board and its committees; and

•

policies regarding the entry by our Company and its ~~growth history, which we believe contributes a useful frame of reference~~subsidiaries into transactions with certain persons related to our Company.

Our Board monitors developing standards in the ~~context of Board discussions.~~corporate governance area and, if appropriate, modifies our policies and procedures with respect to such standards. In addition, ~~Mr. Lentell has extensive knowledge~~our Board will continue to review and modify our policies and procedures as appropriate to comply with any new requirements of the ~~capital markets~~SEC or Nasdaq and ~~finance issues~~taking into consideration any feedback received from ~~his over 50 years~~our stockholders.

Code of ~~experience in the banking industry which we believe is important~~Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics applicable to ~~the Board’s discussions~~all members of our capital and liquidity needs. Further, Mr. Lentell’s experience as a board member of various private companies and civic and charitable organizations, including service on the audit, finance, compensation and governance committees of such organizations (in some cases as the chairman), provides our Board, ~~and committees with significant insight into compensation, governance and risk management issues.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		7

~~BOARD INFORMATION~~

~~Independent Directors~~

As part of the Company’s corporate governance practices, and in accordance with Nasdaq rules, the Board has established a policy requiring a majority of the members of the Board to be independent. In January 2016, each of our non-employee directors completed a questionnaire which inquired as to their (and those of their immediate family members) relationship with us and other potential conflicts of interest. Our legal department reviewed the responses of our directors to such questionnaire, as well as ~~material provided by management related~~all of our employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller. The Code of Business Conduct and Ethics forms the foundation of a compliance program we have established as part of our commitment to ~~transactions, relationships~~responsible business practices that includes policies, training, monitoring and ~~arrangements between us and our directors or~~

~~parties related~~other components covering a wide variety of specific areas applicable to our ~~directors. In March 2016,~~business activities and employee conduct. A copy of the Code of Business Conduct and Ethics is published on our ~~Board met~~website at https://investor.upbound.com/corporate-governance/governance-documents. We intend to ~~discuss~~make all required disclosures concerning any amendments to, or waivers from, this Code of Business Conduct and Ethics on our website.

Structure of the ~~independence of our directors who are not employed by us. Following such discussions, our~~ Board determined that the following directors are “independent” as defined under Nasdaq rules: Michael J. Gade, Rishi Garg, Jeffery M. Jackson, J.V. Lentell, Steven L. Pepper, Leonard H. Roberts, and Paula Stern, Ph.D. The table below includes a description of categories or types of transactions, relationships or arrangements considered by our Board in reaching its determination that the directors are independent.


~~Name~~	~~Independent~~	~~Transactions/Relationships/Arrangements~~
~~Michael J. Gade~~	~~Yes~~	~~None~~
~~Rishi Garg~~	~~Yes~~	~~None~~
~~Jeffery M. Jackson~~	~~Yes~~	~~None~~
~~J.V. Lentell~~	~~Yes~~	~~Our banking relationship with Intrust — immaterial~~
~~Leonard H. Roberts~~	~~Yes~~	~~None~~
~~Steven L. Pepper~~	~~Yes~~	~~None~~
~~Paula Stern, Ph.D.~~	~~Yes~~	~~None~~

~~Board Leadership Structure~~

Independent Chairman

Our Board separates the roles of Chairman and Chief Executive Officer. Mr. ~~Speese~~Brown serves as Chairman and Mr. ~~Davis~~Fadel serves as our Chief Executive Officer. The Board believes that the separation of the roles of Chairman and Chief Executive Officer at this time is appropriate in light of Mr. ~~Davis’~~Fadel’s tenure as Chief Executive Officer and is in the best interests of the Company’s stockholders. Separating these positions aligns the Chairman role with our independent directors, enhances the independence of our Board from management and allows our Chief Executive Officer to focus on developing and implementing our ~~growth~~strategic initiatives and supervising our day-to-day business operations. Our Board

believes that Mr. ~~Speese~~Brown is ~~best~~well situated to serve as Chairman because of his experience serving on the boards of directors of other public companies, including as ~~a founder~~lead director of our company, he is the director most familiar with our business and the rent-to-own industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy.Medifast, Inc. Mr. ~~Speese~~Brown works closely with Mr. ~~Davis~~Fadel to set the agenda for Board meetings and to ~~facilitate~~coordinate information flow between the Board and management.

Our Board understands that there is no single, generally accepted approach to providing Board leadership and that, given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary based on the situation. Our Board will review its determination to separate the roles of Chairman and Chief Executive Officer periodically or as circumstances and events may require.

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CORPORATE GOVERNANCE

Independent Directors

As part of the Company’s corporate governance practices, and in accordance with Nasdaq rules, the Board ~~Meetings; Executive Session~~

~~During 2015,~~has established a policy requiring a majority of the members of the Board to be independent. In the first quarter of 2024, each of our non-employee directors completed a questionnaire which inquired as to their relationship (and the relationships of their immediate family members) with us and other potential conflicts of interest. Taking into account our review of the responses to this questionnaire process and such other due consideration and diligence as it deemed appropriate our Board met ~~11 times, including regularly scheduled~~to discuss the independence of those non-employee directors. Following such discussions and ~~special meetings. All of our directors attended more than 75%~~based on the recommendations of the ~~aggregate~~Nominating and Corporate Governance Committee, our Board determined that the following directors are “independent” as defined under Nasdaq rules: Jeffrey Brown, Molly Langenstein, Harold Lewis, Glenn Marino and Carol McFate.

The table below includes a description of categories or types of transactions, relationships or arrangements, if any, considered by our Board in reaching its determination that the ~~total number of meetings of the Board and the total number of meetings of the Board committees on which they serve.~~

~~Our independent~~ directors ~~meet in executive session at each in-person meeting of the Board. Mr. Gade presides over such executive sessions.~~

are independent.

Name(1)	Independent	Transactions/Relationships/Arrangements
8Jeffrey Brown	~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~Yes	None
Molly Langenstein	Yes	None
Harold Lewis	Yes	None
Glenn Marino	Yes	None
Carol McFate	Yes	None

~~BOARD INFORMATION~~

~~Role of the Board in Risk Oversight~~

Our Board takes an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board and the relevant committees receive regular reports from members of senior management on areas of material risk to the Company, including operational, financial, strategic, competitive, reputational, legal and regulatory risks.

(1)

The Board also ~~meets with senior management annually for a strategic planning session~~determined that Ms. You and ~~discussion~~former director Mr. Hetrick were each an “independent director” as defined by the Nasdaq listing rules.

Committees of the ~~key risks inherent in our~~

Board

short- and long-term strategies at the development stage, and also receives periodic updates on our strategic initiatives throughout the year. In addition, our Board has delegated the responsibility for oversight of certain risks to its standing committees, as discussed below. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports concerning such risks.

~~Board Committees~~

The standing committees of the Board during ~~2015~~2023 included the (1) Audit & Risk Committee, ~~the~~(2) Compensation Committee, ~~the~~and (3) Nominating and Corporate Governance ~~Committee, and the Finance~~ Committee. Each of the standing committees has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by ~~us.~~

the Company. From time to time, the Board may also appoint special committees for specific matters.

The following table provides membership and meeting information for the Board and each of the Board’s standing committees during 2023 for our current and former directors and also reflects changes to committees as of the date of this proxy statement:

Name(1)

Independent(2)

Audit & Risk Committee(3)
Compensation
Committee Nominating and
Corporate Governance
Committee
Jeffrey Brown Yes Chair — —
Mitchell Fadel No — — —
Christopher Hetrick(4) Yes — Former Chair Former Member
Harold Lewis Yes Member Member —
Glenn Marino(5) Yes Former Member Chair Member
Carol McFate Yes Member — Chair
Jen You(6) Yes — Member —
Number of Committee Meetings in 2023 — 8 5 5

(1)
Former director Mr. Silver’s service as a director ended upon his resignation on January 28, 2023, which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies.

(2)
The Board has determined whether the director is independent as described above under “Independent Directors”.

(3)
The Board has determined that Mr. Brown is an “audit committee financial expert” as defined by SEC rules and that each of Mr. Lewis, Mr. Marino and Ms. McFate meets the financial sophistication requirements for Nasdaq audit committee members.

(4)
As noted above, Mr. Hetrick’s service as a director ended upon his resignation on February 29, 2024, which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies.

(5)
Following Mr. Hetrick’s resignation as a director, Mr. Marino joined the Compensation Committee as chair and stepped down from the Audit & Risk Committee.

(6)
As noted above, Ms. You’s service as a director will end at the 2024 Annual Meeting.

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Audit & Risk Committee

The Audit & Risk Committee assists the Board in fulfilling its oversight responsibilities by reviewing risks relating to accounting matters, financial reporting, legal and regulatory compliance, and other enterprise-wide risks. To satisfy these oversight responsibilities, our Audit & Risk Committee reviews, among other ~~things, (1)~~ things:

•

the financial reports and other financial information provided by us to the SEC or the ~~public, (2)~~ public;

•

our systems of controls regarding finance, accounting, legal compliance and ethics that management and the Board have ~~established, (3)~~ established;

•

our independent auditor’s qualifications and ~~independence, (4)~~ independence;

•

the performance of our internal audit function and our independent ~~auditors, (5)~~ auditors;

•

the efficacy and efficiency of our auditing, accounting and financial reporting processes ~~generally,~~generally; and ~~(6)~~

•

our risk management ~~practices.~~ practices, including cybersecurity risk management.

The Audit & Risk Committee has the direct responsibility for the appointment, compensation, retention and oversight of our independent auditors, and reviews our internal audit department’s reports, responsibilities, budget and staffing. ~~The Audit & Risk Committee also pre-approves all audit and non-audit services provided by our independent auditors and oversees compliance with our code of ethics.~~ In addition, the Audit & Risk Committee meets regularly with our Chief Financial Officer, the head of our internal audit department, our independent auditors and management (including regularly scheduled executive sessions with the ~~vice president~~head of our internal audit department and our independent auditors).

The Audit & Risk Committee also oversees compliance with our Code of Business Conduct and Ethics.

The Audit & Risk Committee pre-approves all audit and non-audit services provided by our independent auditors, other than de minimis exceptions for non-audit services that may from time to time be approved by the Audit & Risk Committee. The Audit & Risk Committee may delegate pre-approval authority to one or more of its members from time to time or may adopt specific pre-approval policies and procedures; however, any such pre-approvals must in all cases be presented for ratification by the Audit & Risk Committee at its next scheduled meeting.

The Board has adopted a charter for the Audit & Risk Committee, which can be found ~~in the “Corporate Governance” section of the “Investor Relations” section of~~on our website at ~~www.rentacenter.com~~https://investor.upbound.com/corporate-governance/governance-documents. The Audit & Risk Committee reviews, updates and assesses the adequacy of its charter on an annual basis, and may recommend any proposed modifications to its charter to the Board for its approval, if and when appropriate.

During 2015, the Audit & Risk Committee held 12 meetings. All members of the Audit & Risk Committee are “independent” under SEC and Nasdaq rules. In addition, the Board has determined that each of Mr. Jackson and Mr. Pepper is an “audit

~~committee financial expert” as defined by SEC rules and Mr. Lentell meets the financial sophistication requirements of Nasdaq. Members: Mr. Jackson, Chairman, Mr. Lentell and Mr. Pepper~~.

~~The~~Compensation Committee ~~(1)~~

The Compensation Committee, among other things:

•

discharges the Board’s responsibilities with respect to all forms of compensation of our Chief Executive Officer, Chief Financial Officer, and each of our Executive Vice Presidents, including assessing the risks associated with our ~~executive~~ compensation policies, ~~and~~ practices and ~~employee benefits, (2)~~ programs;

•

administers our equity incentive ~~plans and (3)~~ plans;

•

reviews and discusses with our management the Compensation Discussion and Analysis to be included in our annual proxy statement, ~~annual report~~Annual Report on Form 10-K or information statement, as applicable, and makes a recommendation to the Board as to whether the Compensation Discussion and Analysis should be included in our annual proxy statement, ~~annual report~~Annual Report on Form 10-K or any information statement, as ~~applicable. The Compensation Committee is also responsible for recommending~~applicable; and

•

recommends to the Board the form and amount of director compensation and ~~conducting~~conducts a review of such compensation from time to time, as appropriate.

The Board has adopted a charter for the Compensation Committee, which can be found ~~in the “Corporate Governance” section of the “Investor Relations” section of~~on our website at ~~www.rentacenter.com.~~https://investor.upbound.com/corporate-governance/governance-documents. In addition, the Compensation Committee reviews, updates and assesses the adequacy of its charter on an annual basis, and may recommend any proposed modifications to its charter to the Board for its approval, if and when appropriate.

The Compensation Committee’s processes for fulfilling its responsibilities and duties with respect to executive compensation and the role of our executive officers in the compensation process are described ~~under~~in the section “Compensation Discussion and Analysis ~~–Compensation~~— Compensation Process” ~~beginning on page 19 of~~below in this proxy statement.

Pursuant to its charter, the Compensation Committee has the authority, to the extent it deems necessary or appropriate, to retain compensation consultants, independent legal counsel or other advisors and has the sole authority to approve the fees and other retention terms with respect to such advisors. ~~From time to time, the~~The Compensation Committee ~~has engaged~~regularly engages compensation consultants to advise it on certain matters. See the section “Compensation


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		9

~~DIRECTOR COMPENSATION~~

Discussion and Analysis –— Compensation Process” ~~beginning on page 19 of~~

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below in this proxy ~~statement.~~statement for more information. In addition, the Compensation Committee also has the authority, to the extent it deems necessary or appropriate, to delegate matters to a sub-committee composed of members of the Compensation Committee.

The Compensation Committee held four meetings in 2015, and acted by unanimous written consent once. All members of the Compensation Committee are non-employee directors and are “independent” under Nasdaq rules. Members: Mr. Roberts, Chairman, Mr. Lentell and Mr. Gade.

~~The~~

Nominating and Corporate Governance ~~Committe~~eCommittee

The Nominating and Corporate Governance Committee manages risks associated with corporate governance and potential conflicts of interest and assists the Board in fulfilling its responsibilities by, ~~(1)~~ among other things:

•

identifying individuals believed to be qualified to become members of the Board, consistent with criteria approved by the ~~Board, (2)~~ Board;

•

recommending to the Board candidates for election or ~~reelection~~re-election as directors, including director candidates submitted by the Company’s ~~stockholders and (3)~~ stockholders;

•

recommending members of the Board to serve on committees;

•

overseeing, reviewing and making periodic recommendations to the Board concerning our corporate governance ~~policies. In addition, the Nominating and Corporate Governance Committee directs~~policies;

•

directing the succession planning efforts for the Chief Executive Officer and ~~reviews~~reviewing management’s succession planning process with respect to our other senior executive ~~officers.~~

officers; and

•

overseeing the public reporting regarding our sustainability initiatives.

The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available ~~in the~~

~~“Corporate Governance” section of the “Investor Relations” section of~~on our website at ~~www.rentacenter.com.~~https://investor.upbound.com/corporate-governance/governance-documents. In addition, the Nominating and Corporate Governance Committee reviews, updates and assesses the adequacy of its charter on an annual basis, and may recommend any proposed modifications to its charter to the Board for its approval, if and when appropriate.

~~During 2015,~~

Board and Committee Self-Evaluations

Each year, the Board and its committees perform a rigorous self-evaluation. The Nominating and Corporate Governance Committee ~~held five meetings.~~oversees the process. The evaluations solicit input from directors regarding the performance and effectiveness of the Board, its committees and its members and provide an opportunity for directors to identify areas of potential enhancements. Individual director responses are submitted through a third-party firm engaged by the Company to administer the evaluation process and report the aggregated results, which are compiled for review and discussion by the Board and its committees. The Board ~~has determined that each member~~believes this process is effective to evaluate the Board, its committees and the contributions of its members, and identify opportunities for continuous improvement.

Board Oversight

General Risk Oversight

Our Board takes an active role, as a whole and also at the committee level, in overseeing management of the Company’s significant risk areas. The Board and the relevant committees receive regular reports from members of senior management on areas of material risk to the Company, including operational, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks. The Board also meets with senior management annually for a strategic planning session, which includes a discussion of the key risks inherent in our short- and long-term strategies, and receives periodic updates on our strategic initiatives throughout the year. In addition, our Board has delegated the responsibility for oversight of certain risks to its standing committees, as discussed in this proxy statement. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports concerning such risks and, in general, independent directors regularly attend committee meetings regardless of membership on that committee and the full Board is provided with all Board and standing committee meeting materials.

Cybersecurity Oversight

The Board maintains oversight of the Company’s cybersecurity risk through regular updates from management and third-party resources. Specifically, the Audit & Risk Committee receives updates from management, including the Company’s Executive Vice President — Chief Technology and Digital Officer and Vice President — Chief Information Security Officer, regarding the status of ongoing projects to strengthen our defenses against cybersecurity events and reviews risks relevant to cybersecurity and existing controls in place to mitigate the risk and impacts of cybersecurity incidents. The Audit & Risk Committee’s oversight of cybersecurity risk management includes regular executive sessions with the Company’s Chief Information Security Officer. The Audit & Risk Committee also participates in cybersecurity training. For additional information regarding the Company’s cybersecurity risk management strategy and governance, refer to Part 1, Item 1C of the 2023 Form 10-K.

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Sustainability Initiatives Oversight

Our Board recognizes that sustainability issues are of increasing importance to our investors, as well as our employees and customers, and that being a responsible corporate citizen helps drive stockholder value. In late 2023, all of the members of our Board took part in training led by our sustainability consultant, dss+ consulting. Our Board is committed to maintaining strong sustainability practices and integrating sustainability initiatives into our operations and strategic business objectives. Our Nominating and Corporate Governance Committee ~~is “independent” as defined under Nasdaq rules. Members: Mr. Gade, Chairman, Mr. Lentell and Dr. Stern~~.

~~The~~~~Finance Committee~~assists the Board in ~~fulfilling its responsibilities by reviewing~~overseeing the Company’s sustainability initiatives and ~~advising~~reporting. In the ~~Board with respect~~second quarter of 2024, we published our third annual sustainability report, to communicate the ~~financial policies, capital structure~~Company’s sustainability accomplishments, programs and ~~operating plans that support our mission, values and critical growth initiatives.~~

objectives.

Director Compensation

Cash Compensation

The ~~Board has adopted a written charter for the Finance Committee, which is available in the “Corporate Governance” section~~following table provides an overview of the ~~“Investor Relations” section of our website at www.rentacenter.com. In addition, the Finance Committee reviews, updates and assesses the adequacy of its charter on an~~directors’ 2023 annual ~~basis, and may recommend any proposed modifications to its charter to the Board for its approval, if and when appropriate.~~

~~During 2015, the Finance Committee held nine meetings. A majority of the members of the Finance Committee must be independent. Members: Mr. Pepper, Chairman, Mr. Jackson, Mr. Roberts and Mr. Speese~~.

retainers:

Position	2023 Annual Retainer
All Non-Employee Directors (including the Chairman)		$	77,500
Chairman of the Board		$	175,000
Chair of the Audit & Risk Committee		$	27,500
Other members of the Audit & Risk Committee		$	15,000
Chair of the Compensation Committee		$	25,000
Other members of the Compensation Committee		$	10,500
Chair of the Nominating and Corporate Governance Committee		$	20,000
Other members of the Nominating and Corporate Governance Committee		$	10,000

~~DIRECTOR COMPENSATION~~

~~Cash Compensation~~

~~During 2015, each non-employee director received an annual retainer of $50,000. Additionally, each non-employee director receives $2,500 for each Board meeting attended in person and is~~Directors are reimbursed for ~~his or her~~their expenses in attending ~~such~~Board and committee meetings. ~~In addition~~

Mr. Fadel, as an employee of the Company, is not entitled to ~~such compensation, additional annual retainers are paid as follows:~~

Position    Annual Retainer
Chairman of the Board
   $             125,000
Chairperson of the Audit & Risk Committee
   $ 16,000
Other members of the Audit & Risk Committee
   $ 9,000
Chairperson of the Compensation Committee
   $ 12,000
Other members of the Compensation Committee
   $ 6,000
Chairperson of the Nominating and Corporate Governance Committee
   $ 8,000
Other members of the Nominating and Corporate Governance Committee
   $ 6,000
Chairperson of the Finance Committee
   $ 8,000
Other members of the Finance Committee
   $ 6,000

~~All retainers are payable in cash, in four equal installments on the first day of each quarter. Mr. Davis did not~~ receive any ~~cash~~ compensation for his service as a ~~director during 2015.~~


	10			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~DIRECTOR COMPENSATION~~

~~Equity Compensation~~

director.

DSU Deferral Awards

Under the current compensation program, retainers may be paid in a combination of cash or DSUs at each non-employee director’s election. Deferred fees are matched 25% by the Company, and the total deferred fees and matching contributions are converted into an equivalent value of DSUs based on the closing price of Upbound common stock on the trading day immediately preceding the date on which the DSUs are granted. Currently, the Board’s practice is to pay cash retainers and issue DSUs in respect of any deferred cash retainers on a quarterly basis. In addition, non-employee directors may elect to defer quarterly cash dividends otherwise payable on DSUs into additional DSUs. Deferred cash dividends are matched 25% by the Company, and the total deferred cash dividends and matching contributions are converted into an equivalent value of DSUs.

Annual DSU Awards

Our non-employee directors receive ~~a deferred stock~~an annual award ~~pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (the “2006 Plan”)~~of DSUs on the first business day of each ~~year.~~ year pursuant to the 2021 Plan. Annual DSU Awards are not eligible for the matching contribution.

The annual DSU award to our non-employee directors for 2023 was valued at $132,500, which was the same as the value awarded in 2022.

Description of DSUs

Each ~~deferred stock~~DSU is fully vested and non-forfeitable at the time of award ~~consists of~~and represents the right to receive one share of common stock of the Company. Those shares of ~~our~~ common stock ~~and is fully vested upon issuance. The shares covered by the award will~~are not issued to a director until that director ceases to be ~~issued upon the termination of the~~

~~director’s service as~~ a member of the ~~Board. All~~Board and, therefore, cannot be sold until such time. The DSUs do not have voting rights. The holder of a DSU is entitled to receive cash dividend equivalent payments with respect to the shares underlying such DSU if, as and when any cash dividend is declared by the Board with respect to our non-employee directors serving on January 2, 2015 were granted deferred stock units valued at $100,000 on that date. Mr. Davis was not granted any equity compensation for his service as a director during 2015.

common stock.

Director ~~Equity Interest~~Stock Ownership Guideline

Our Board has adopted a guideline ~~encouraging~~providing that each non-employee member of the Board toshould hold at least ~~$200,000~~$400,000 in our common stock ~~and/or the deferred stock units issued as compensation for Board service (based on the price per share on the date or dates of such acquisition) within 5 years of~~by the later of ~~(i)~~(1) December ~~23, 2008, or (ii)~~1, 2025 and (2) five years after the date of their original election or

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appointment to the Board, and to hold such equity interest for so long as such member continues as a director. ~~Each~~Moreover, because non-employee members of ~~Mr. Gade, Mr. Jackson, Mr. Lentell, Mr. Pepper, Mr. Roberts, Mr. Speese, and Dr. Stern have met the foregoing guideline. Mr. Garg was appointed to~~ the Board receive equity compensation in ~~March 2016.~~

the form of DSUs, they are required to retain 100% of their equity compensation until they cease to be a member of the Board and are issued shares of common stock in respect of their DSUs.

Non-employee members of the Board may satisfy the ownership requirements in the equity ownership guidelines with common stock owned directly or indirectly (including as a result of fully vested awards from previous grants), shares of our common stock held through any Company benefit plan in which non-employee directors are eligible to participate, DSUs and unvested time-based restricted stock awards or restricted stock units.

Director Compensation for ~~2015~~

2023

The following table sets forth certain information regarding the compensation of our current and former non-employee directors during ~~2015:~~

Name      Fees Earned or
Paid in Cash⁽¹⁾      Deferred Stock
Award⁽²⁾      Total
Michael J. Gade
     $ 75,500         $ 100,000         $ 175,500
Jeffrey M. Jackson
     $ 84,500         $ 100,000         $ 184,500
J.V. Lentell
     $ 75,500         $ 100,000         $ 175,500
Steven L. Pepper
     $ 79,500         $ 100,000         $ 179,500
Leonard H. Roberts
     $ 80,500         $ 100,000         $ 180,500
Mark E. Speese
     $             187,550         $             100,000         $             287,550
Paula Stern, Ph.D.
     $ 77,500         $ 100,000         $ 177,500

~~(1)~~

~~Includes annual retainer, committee~~2023.
Name
Fees Earned or
Paid in Cash(1)

DSUs(2)

Other
Compensation(3)
Total
Jeffrey Brown $ — $ 530,841 $ 94,618 $ 625,459
Harold Lewis $ 103,000 $ 132,504 $ 24,489 $ 259,993
Glenn Marino $ 20,500 $ 258,126 $ 19,490 $ 298,116
Carol McFate $ 56,252 $ 213,718 $ 40,709 $ 310,679
Jen You(4) $ 66,000 $ 173,738 $ 6,222 $ 245,960
Christopher Hetrick(5) $ — $ 300,125 $ 47,173 $ 347,298
B.C. Silver(6) $ 24,500 $ 132,504 $ 1,882 $ 158,886

(1)
Includes annual retainers paid in cash to each non-employee director with respect to services rendered in 2023. For directors who elected to defer cash fees into DSUs, those deferred amounts are included in the DSUs column to the extent such DSUs were awarded in 2023.

(2)
Reflects the grant date fair value calculated pursuant to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 of DSUs granted to each director in fiscal 2023, as follows:

•
Each director was granted 5,876 DSUs in January 2023, representing the $132,500 annual grant for service in fiscal 2023.

•
During fiscal 2023, Messrs. Brown, Hetrick and Marino and Mses. McFate and You were granted 15,056, 6,334, 4,746, 3,073, and 1,742 DSUs, respectively, in lieu of quarterly cash retainers and dividends payable in respect of the fourth quarter of 2022 through and including the third quarter of 2023. Such amounts (and the table above) exclude DSUs that were awarded to such persons in January 2024 in lieu of quarterly cash retainers payable in respect of the fourth quarter of 2023 and exclude DSUs that were awarded to such persons in January 2024 in lieu of dividend equivalents on their December 19, 2023 record date DSUs.

(3)
Represents dividend equivalents paid in cash in respect of vested DSUs and other reimbursable expenses.

(4)
Ms. You’s service as a director will end at the 2024 Annual Meeting.

(5)
Mr. Hetrick’s service as a director ended upon his resignation on February 29, 2024, which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies.

(6)
Mr. Silver’s service as a director ended upon his resignation on January 28, 2023, which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies.

Director Compensation for 2024
At its December 2023 meeting, the Compensation Committee conducted its annual review of the non-employee director compensation program, which has not been changed since 2022. The Compensation Committee engaged an independent consulting firm, Korn Ferry, Inc. (“Korn Ferry”), to assist with its review and recommendation to the Board of any changes to the program for 2024. Korn Ferry provided the Compensation Committee with market data regarding director compensation programs from our Peer Group and a comparison of our director compensation program to the market data, which was taken into account by the Compensation Committee. As a result of its review, the Compensation Committee recommended, and the Board approved, retaining the same compensation program elements and amounts for 2024 as in 2023, with three modifications: (1) increasing the annual cash retainer for Board service by $7,500 to $85,000; (2) increasing the annual cash retainer for the Chairman of the Board by $25,000 to $200,000; and (3) increasing the value of the annual DSU award by $12,500 to a grant date value of $145,000.
Director Nominations

Director Nominees

Under our bylaws, only persons who are nominated in accordance with the procedures set forth in our bylaws are eligible for election as, and ~~meeting attendance fees paid to each non-employee director with respect to services rendered in 2015.~~

~~(2)~~

The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note M to our consolidated financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 29, 2016. On January 2, 2015, each then current non-employee director was granted 2,754 deferred stock units. Each deferred stock unit represents the right to receive one share of our common stock. The deferred stock units are fully vested and non-forfeitable. The common stock will be issued to the director upon the termination of his or her service as a member of our Board.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		11

~~CORPORATE GOVERNANCE~~

~~General~~

~~Our Board has established corporate governance practices designed~~ to serve ~~the best interests~~as, members of our ~~company and~~Board. Under our ~~stockholders. In this regard,~~bylaws, nominations of persons for election to our Board ~~has, among other things, adopted:~~

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may be made at a ~~code~~meeting of ~~business conduct and ethics applicable to all~~our stockholders (1) by or at the direction of our Board ~~members, as well as all~~or (2) by any stockholder, provided they comply with the provisions of Article I, Sections 3 and 4 of our ~~employees, including our Chief Executive Officer, Chief Financial Officer, our principal accounting officer~~bylaws. The Board has delegated the screening and ~~controller;~~

~~procedures regarding stockholder communications with our~~recruitment process for Board members to the Nominating and ~~its committees;~~

~~separation of the Chairman and CEO roles;~~

~~a majority voting standard in non-contested elections for directors;~~

~~a policy for the submission of complaints or concerns relating to accounting, internal accounting controls or auditing matters;~~

~~provisions in our Bylaws regarding director candidate nominations and other proposals by stockholders; and~~

~~written charters for its Audit & Risk Committee, Compensation Committee,~~Corporate Governance Committee. The Nominating and Corporate Governance Committee ~~and Finance Committee.~~

~~Our Board intends~~selects individuals it believes are qualified to monitor developing standards in the corporate governance area and, if appropriate, modify our policies and procedures with respect to such standards. In addition, our Board will continue to review and modify our policies and procedures as appropriate to comply with any new requirements of the Securities and Exchange Commission or Nasdaq.

~~Code of Business Conduct and Ethics~~

~~Our Board has adopted a Code of Business Conduct and Ethics applicable to all of the~~be members of the Board, and recommends those individuals to the Board for nomination for election or re-election as ~~well~~directors. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. From time to time, pursuant to its committee charter, the Nominating and Corporate Governance Committee may also engage a consultant to conduct a search to identify qualified candidates. The Nominating and Corporate Governance Committee then undertakes the evaluation process described below for any candidates so identified.

In 2024, the Nominating and Corporate Governance Committee engaged Spencer Stuart to assist the Board in finding an additional candidate to consider to join the Board. As a result of that process, the Board appointed Ms. Langenstein as ~~all~~an additional director in April 2024.

Qualifications

The goal of the Nominating and Corporate Governance Committee is to nominate qualified individuals with the objective of having membership on the Board that combines diverse business and industry experience, skill sets and other leadership qualities, represents diverse viewpoints and enables the Company to achieve its strategic objectives. The Nominating and Corporate Governance Committee also believes that members of the Board should possess character, judgment, skills (such as an understanding of the retail, lease-to-own or consumer finance industries, business management, finance, accounting, marketing, operations and strategic planning), diversity of viewpoints, background, experience and other demographics and experience with businesses and other organizations of a comparable size and industry. The Nominating and Corporate Governance Committee also considers the interplay of the candidate’s experience with the experience of the other Board members, the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. In addition, the Nominating and Corporate Governance Committee considers the composition of the current Board and the Board’s needs when evaluating the experience and qualifications of director candidates. The Nominating and Corporate Governance Committee evaluates whether certain individuals possess the foregoing qualities and recommends to the Board candidates for nomination to serve as our directors. This process is the same regardless of whether the nominee is recommended by one of our ~~employees, including our Chief Executive Officer, Chief Financial Officer, our principal accounting officer~~stockholders.

Director Diversity

The Board recognizes the value of diversity and ~~controller. A copy~~its ability to bring to bear a wide range of ~~this Code~~experiences and perspectives that are relevant to the Company’s strategy and business. Consistent with the value of ~~Business Conduct~~diversity, the Nominating and ~~Ethics is published in~~Corporate Governance Committee weighs the

“ characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate ~~Governance” section~~Governance Committee also assesses the size, composition and combined expertise of the ~~“Investor Relations” section~~Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s character, integrity, ethics, judgment, skills, diversity of viewpoints, background, experience, his or her ability to satisfy any applicable legal requirements or listing standards and such other criteria as the Nominating and Corporate Governance Committee or Board deems relevant in evaluating the potential effectiveness of candidates as members of the Board in light of the particular needs of the Board at such time. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our ~~website at www.rentacenter.com.~~incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In addition to diversity of viewpoints, as applicable, the Nominating and Corporate Governance Committee intends to identify pools of candidates to be considered for nomination to our Board that include candidates with diversity of race, ethnicity and/or gender. Any third-party search firm engaged to identify potential director candidates will be informed of the values and factors that the Nominating and Corporate Governance Committee considers in its own search process, including these diversity considerations. The Board does not establish prescriptive goals with respect to diversity. Since 2017 the Board has seen a 100% refreshment rate. Since 2019, the Board has added six directors, including three female directors, one of whom is of Asian ethnicity, and two male directors of African American ethnicity, one of whom has since resigned from the Board (which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies).

20UPBOUND GROUP, INC. - 2024 Proxy Statement

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Currently, we have a Board of seven directors, which includes four directors with gender and/or ethnic diversity. We intend to ~~make all required disclosures concerning any amendments to, or waivers from, this Code of Business Conduct and Ethics~~promote diverse representation on our ~~website.~~

~~Stockholder Communications~~Board should we experience any vacancies, and we have discussed our Board’s diversity with the ~~Board~~

~~Our~~institutional investors we have engaged with through our investor outreach program as described below, none of which expressed concerns to us about our Board’s diversity. Currently, 50% of our Board ~~has established~~nominees are diverse from a ~~process~~gender, race or ethnic perspective, including two female directors.

Advance Resignation Policy

As a condition to nomination by ~~which stockholders may communicate with our Board. Stockholders may contact~~the Nominating and Corporate Governance Committee of an incumbent director, a nominee shall, upon request by the Board or the Company’s Corporate Secretary, submit an irrevocable offer of resignation to the Board, which resignation shall become effective in the event that (a) such nominee is proposed for re-election and is not re-elected at a meeting of the stockholders in which majority voting applies and (b) the resignation is accepted by the Board by the vote of a majority of the directors, not including any ~~committee~~director who has not been re-elected.

Stockholder Nominations

In addition to nominees by or at the direction of our Board, the Nominating and Corporate Governance Committee will consider candidates for nomination proposed by a stockholder in the same manner and based on the same criteria as other candidates considered by the Nominating and Corporate Governance Committee as described above under “Qualifications.” The proposing stockholder must provide notice and information on the proposed nominee to the Nominating and Corporate Governance Committee through the Corporate Secretary in accordance with the provisions of Article I, Sections 3 and 4 of our bylaws relating to direct stockholder nominations.

Director Attendance

Board Meetings and Executive Sessions

During 2023, our Board met six times. All of our directors attended more than 75% of the aggregate of the total number of meetings of the Board ~~by any one~~and the total number of meetings of the ~~following methods:~~

~~By telephone:~~

~~972-624-6210~~

~~By mail:~~

~~Rent-A-Center, Inc.~~

~~Attn: Compliance Officer~~

~~5501 Headquarters Drive~~

~~Plano, TX 75024~~

~~By e-mail:~~

~~RAC.Board@rentacenter.com~~

Board committees on which they served.

In addition to full Board executive sessions, our independent directors meet in executive session at each regularly scheduled quarterly meeting of the Board. Executive sessions are chaired by our Chairman of the Board.

Annual Meeting of Stockholders

Each member of the Board is expected to attend our 2024 Annual Meeting unless circumstances prevent attendance. All of our directors then serving as directors attended the Company’s 2023 annual meeting of stockholders.

Procedures for Reporting Accounting Concerns

The Audit & Risk Committee has established procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and (2) the submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. These procedures are posted ~~in the “Corporate Governance” section of the “Investor Relations” section of~~on our website at ~~www.rentacenter.com.~~

https://investor.upbound.com/corporate-governance/governance-documents.

Communications with the Board

Our Board has established a process by which stockholders and other interested parties may communicate with our Board, Board committees or individual directors. Stockholders or other interested parties may contact our Corporate Secretary by any one of the below methods. The Corporate Secretary will forward such communications to the Board, committees or individual directors, as applicable. However, the Corporate Secretary is not required to forward communications if it is

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determined the communication is (1) unrelated to the duties and responsibilities of the Board, (2) unduly hostile, threatening or illegal, or (3) obscene or otherwise deemed inappropriate.


	12By telephone: 972-624-6210			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~By mail: Upbound Group, Inc. Attn: Corporate Secretary 5501 Headquarters Drive Plano, TX 75024			By e-mail: Upbound.Board@upbound.com

~~CORPORATE GOVERNANCE~~

~~Director Nominations~~

~~Director Nominees~~

~~Under our Bylaws, only persons who are nominated in accordance~~Related Person Transactions

Policy on Review and Approval of Transactions with the procedures set forth in our Bylaws are eligible for election as, and to serve as, members of our Board. Under our Bylaws, nominations of persons for election to our Board may be made at a meeting of our stockholders (1) by or at the direction of our Board or (2) by any stockholder, provided they comply with the provisions of Article I, Sections 3 and 4 of our Bylaws. Related Persons

The Board has ~~delegated~~adopted a written statement of policy and procedures for the ~~screening~~identification and ~~recruitment process for Board~~review of transactions involving us and “related persons” (our directors and executive officers, stockholders owning five percent or greater of our outstanding stock, and immediate family members of any of the foregoing). Our directors and executive officers are required to provide notice to our general counsel of the facts and circumstances of any proposed transaction involving amounts greater than $120,000 involving them or their immediate family members that may be deemed to be a related person transaction. Our general counsel, in consultation with management and our outside counsel, as appropriate, will then assess whether the proposed related person transaction requires approval pursuant to the policy and procedures. If our general counsel determines that any proposed, ongoing or completed transaction involves an amount in excess of $120,000 and is a related person transaction, the Nominating and Corporate Governance

Committee must be notified for consideration at the next regularly scheduled meeting of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee ~~selects individuals it believes~~has reviewed and determined that each of the following related person transactions are ~~qualified~~ to be ~~members of the Board, and recommends those individuals to the Board for nomination for election or re-election as directors. From time to time,~~deemed pre-approved by the Nominating and Corporate Governance Committee: (1) employment and separation agreements related to executive officers if (a) the related compensation is reported in our proxy statement or (b) the executive officer is not an immediate family member of another “related person” and the Compensation Committee ~~may engage~~approved, or recommended to the Board for approval, such compensation, (2) any compensation paid to a ~~consultant to conduct~~director if the compensation is reported in our proxy statement, (3) transactions where all of our stockholders receive proportional benefits and (4) any transaction with a ~~search to identify qualified candidates.~~“related person” involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. The Nominating and Corporate Governance Committee ~~then undertakes~~will approve or ratify, as applicable, only those related person transactions that are in, or are not inconsistent with, our best interests and those of our stockholders in its business judgment.

Reportable Transactions with Related Persons

Aaron Allred, a principal stockholder of the ~~evaluation process described below for any candidates so identified.~~

Company, served as the Company’s Executive Vice President — Acima, through December 31, 2022. In January 2023, Mr. Allred transitioned to an Employee Advisor position, and the Company entered into an agreement with Mr. Allred. The agreement, which remained in effect through March 1, 2024, provided Mr. Allred with a base salary of $500,000 per annum.

Investor Outreach

~~Qualifications~~

~~The Nominating~~

We periodically engage in outreach to our top institutional investors to help ensure that our Board and ~~Corporate Governance Committee believes~~management understand and consider the corporate governance, executive compensation and other issues that ~~the minimum requirements~~matter most to our stockholders. In 2023, senior members of management reached out to institutional investors holding approximately 60% of our outstanding common stock and participated in meetings with investors who accepted our request for a ~~person~~meeting. These periodic meetings cover both general and Upbound-specific topics, including the Company’s executive compensation, corporate governance practices, human capital management and sustainability initiatives. Through this program, we have received helpful input, and we consider such input as we review potential adjustments to ~~be qualified to be~~our executive compensation, corporate governance practices, human capital management and sustainability initiatives. In 2023, as a ~~member~~result of the ~~Board are~~overall positive feedback received, no significant changes were made to our disclosures and programs.

While we expect to maintain our investor outreach program, we do not expect that ~~a person must~~we will always be ~~committed~~able to ~~equal opportunity employment,~~address all of our stockholders’ feedback. However, we seek to optimize our corporate governance by continually refining our relevant policies, procedures and ~~must not be a director, consultant, or employee of or~~practices to ~~any competitor of ours (i.e., a company in~~align the ~~rent-to-own business). The Nominating and Corporate Governance Committee also believes that members~~needs of the ~~Board should possess character, judgment, skills (such~~Company with evolving regulations and best practices, issues raised by our stockholders, and otherwise as an understanding of the retail and rent-to-own industries, business management, finance, accounting, marketing, operations and strategic planning), diversity, and experience with businesses and other organizations of a comparable size and industry. In addition, the Nominating and Corporate Governance Committee considers the composition of the current Board and the Board’s needs when evaluating the experience and qualification of director candidates. The Nominating and Corporate Governance Committee evaluates whether certain individuals possess the foregoing qualities and

~~recommends to the Board candidates for nomination to serve as our directors. This process is the same regardless of whether the nominee is recommended by one of our stockholders.~~

As noted above, our Nominating and Corporate Governance Committee believes that diversity is one of many attributes to be considered when selecting candidates for nomination to serve as one of our directors. In general, our Nominating and Corporate Governance Committee’s goal in selecting directors for nomination to our Board is to create a well-balanced team that (1) combines diverse business and industry experience, skill sets and other leadership qualities, (2) represents diverse viewpoints and (3) enables us to pursue our strategic objectives. While the Committee carefully considers diversity when evaluating nominees for director, the Committee has not established a formal policy regarding diversity in identifying director nominees.

~~Advance Resignation Policy~~

As a condition to nomination by the Nominating and Corporate Governance Committee of an incumbent director, a nominee shall submit an irrevocable offer of resignation to the Board, which resignation shall become effective in the event that (a) such nominee is proposed for reelection and is not reelected at a

meeting of the stockholders in which majority voting applies and (b) the resignation is accepted by the Board by the vote of a majority of the directors, not including any director who has not been reelected.

~~Stockholder Nominations~~

In addition to nominees by or at the direction of our Board, the Nominating and Corporate Governance Committee will consider candidates for nomination proposed by a stockholder, so long as the stockholder provides notice and information on the proposed nominee to the Nominating and Corporate Governance Committee through the Secretary in accordance with the provisions of Article I, Sections 3 and 4 of our Bylaws relating to direct stockholder nominations.

~~For the Nominating and Corporate Governance Committee to consider candidates recommended by a stockholder, Article I,~~

Section 3 of our Bylaws requires that the stockholder provide notice to our Secretary (1) not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, or (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, no earlier than 120 days prior to the date of such special meeting, nor later than the close of business on the later to occur of the 90^th ~~day prior to the date of such special meeting or the 10~~^th ~~day following the day on which public disclosure of the date of the special meeting was made (if the first~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		13

~~CORPORATE GOVERNANCE~~

~~public announcement of the date of the special meeting is less than 100 days prior to the date of the special meeting). The notice to our Secretary must set forth, among other things:~~

~~the name & address of the stockholder and/or beneficial owner making such nomination;~~

~~class & number of shares of capital stock owned, directly or indirectly, beneficially or of record by such stockholder and/or beneficial owner;~~

~~any derivative interests held by such stockholder and/or beneficial owner;~~

~~proxy or voting agreements to which such stockholder and/or beneficial owner may vote any shares of any of our securities;~~

~~short interest position of such stockholder and/or beneficial owner, if any;~~

~~dividend rights to which such stockholder and/or beneficial owner are entitled, if separable;~~

~~proportionate interests of such stockholder and/or beneficial owner arising out of partnership arrangements;~~

~~performance related fees to which such stockholder and/or beneficial owner is entitled based on the increase or decrease in the value of such shares or derivative instrument;~~

with respect to each proposed stockholder nominee, information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected); andcircumstances warrant.

with respect to each proposed stockholder nominee, a description of any compensatory and other material agreements among the nominating stockholder/beneficial owner, its affiliates and associates, and the proposed nominee.

In addition, to be timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting, and such update and supplement must be delivered to our Secretary not later than 5 business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than 8 business days prior to the date for the meeting in the case of the update and supplement required to be made as of 10 business days prior to the meeting. In addition, as to each person whom the stockholder proposes to nominate for election or re-election as a director, the following information must be provided to our Secretary in accordance with the time period prescribed for the notice to our Secretary described above:

~~a questionnaire furnished by our Secretary and completed by the proposed nominee; and~~

the representation and agreement of the proposed nominee regarding no voting agreements, non-disclosed compensation arrangements, and compliance upon election with our governance policies and guidelines.

The above description of the requirements that stockholders must comply with when recommending candidates for our Board is a summary only, and stockholders interested in nominating candidates to our Board are encouraged to closely review our Bylaws.

22UPBOUND GROUP, INC. - 2024 Proxy Statement

~~Director Attendance at Annual Meeting of Stockholders~~

Our Board has adopted a policy stating that each member of the Board should attend our annual meeting of stockholders. All of our directors then serving as directors attended the 2015 Annual Meeting of Stockholders.


	14			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~PROPOSAL TWO:~~

~~RATIFICATION OF THE SELECTION~~

~~OF INDEPENDENT REGISTERED~~

~~PUBLIC ACCOUNTING FIRM~~

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PROPOSAL TWO:
RATIFICATION OF THE SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit & Risk Committee has selected ~~KPMG~~Ernst & Young LLP (“E&Y”) as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016. Our Board has further directed that we submit the selection of~~2024. E&Y served as our independent registered public accounting firm ~~for ratification by our stockholders at the annual meeting.~~

in 2023, 2022, 2021 and 2020.

The Audit & Risk Committee reviews and pre-approves both audit and all permissible non-audit services provided by our independent registered public accounting firm, as described in “Corporate Governance — Structure of the Board — Audit & Risk Committee” in this proxy statement, and accordingly, all services and fees in ~~2015 and 2014~~2023 provided by ~~KPMG~~E&Y were pre-approved by the Audit & Risk Committee. The Audit & Risk Committee has considered whether the provision of services, other than services rendered in connection with the audit of our annual financial statements, is compatible with maintaining ~~KPMG’s~~E&Y’s independence. The Audit & Risk Committee has determined that the rendering of non-audit services by ~~KPMG~~E&Y during the ~~years~~year ended December 31, ~~2015 and 2014,~~2023, was compatible with maintaining such firm’s independence.

Our Board has directed that we submit the selection of our independent registered public accounting firm for ratification by our stockholders at the 2024 Annual Meeting. Stockholder ratification of the selection of ~~KPMG~~E&Y as our independent registered public accounting firm is not required by our ~~Bylaws~~bylaws or otherwise. However, the Board is submitting the selection of ~~KPMG~~E&Y to the stockholders for ratification as a matter of good corporate practice. ~~The Audit & Risk Committee believes it to be in the best interests of our stockholders to retain, and has~~

~~retained, KPMG as our independent registered public accounting firm for the year ending December 31, 2016.~~ If the stockholders fail to ratify the selection, the Audit & Risk Committee will reconsider whether or not to continue the retention of ~~KPMG.~~E&Y. Even if the selection is ratified, the Audit & Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if ~~they determine~~it determines that such a change would be in our best interests and those of our stockholders. The Audit & Risk Committee annually reviews the performance of our independent registered public accounting firm and the fees charged for their services. Based upon the Audit & Risk Committee’s analysis of this information, the Audit & Risk Committee will determine which registered independent public accounting firm to engage to perform our annual audit each year.

Representatives of ~~KPMG~~E&Y will attend the ~~annual meeting,~~2024 Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Our Board ~~of Directors~~ recommends that you vote “FOR” the proposal to ratify the selection of ~~KPMG LLP~~E&Y as our independent registered public accounting firm.

Principal Accountant Fees and Services

The aggregate fees billed by ~~KPMG LLP~~E&Y for the years ended December 31, ~~2015~~2023 and December 31, ~~2014,~~2022, for the professional services described below, are as follows:

      2015      2014
Audit Fees¹
   $     1,665,000         $     1,533,000
Audit-Related Fees²
   $ 268,400         $ 265,500
Tax Fees³
   $ 90,000         $ 130,300
All Other Fees
   $ -0-         $ -0-

~~(1)~~

Represents the aggregate fees billed by KPMG for (a) professional services rendered for the audit of our annual financial statements for 2014 and 2013, (b) the audit of management’s assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2015 and 2014, and (c) reviews of the financial statements included in our Forms 10-Q filed with the SEC.

~~(2)~~

Represents the aggregate fees billed by KPMG for 2015 and 2014 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under the caption “Audit Fees.” These services comprise engagements related to employee benefit plans and other matters.

~~(3)~~

Represents the aggregate fees billed by KPMG for professional services rendered for tax compliance, tax advice and tax planning. In 2015, this amount consists of fees related to federal research tax credits and international tax advice and planning. In 2014, this amount consists of fees related to federal research tax credits, fixed asset study, debt refinance, and international tax advice and planning.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		15

2023 2022
Audit Fees(1) $ 2,259,944 $ 1,920,775
Audit-Related Fees(2) $ — $ —
Tax Fees(3) $ 14,000 $ 60,034
All Other Fees $ — $ —

(1)
Represents the aggregate fees billed by E&Y for (a) professional services rendered for the audit of our annual financial statements for the years ended December 31, 2023 and December 31, 2022, (b) the audit of management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 and December 31, 2022, and (c) reviews of the financial statements included in our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and in the 2021 Plan Form S-8 filed with the SEC in 2023.

(2)
Represents the aggregate fees billed by E&Y, if any, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under the caption “Audit Fees.”

(3)
Represents the aggregate fees billed by E&Y for 2023 and 2022 for professional services rendered for tax compliance, tax advice and tax planning. These services comprise engagements related to federal and international tax compliance and planning.

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AUDIT AND RISK COMMITTEE REPORT

The material in this Report is not “soliciting material”, is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing under the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation by reference language in such filing.

In accordance with its written charter adopted by the Board, the Audit & Risk Committee assists the Board in fulfilling its oversight responsibilities by, among other things, reviewing the financial reports and other financial information provided by the Company to any governmental body or the public.

In discharging its oversight responsibilities, the Audit & Risk Committee obtained from the independent registered public accounting firm a formal written statement describing all relationships between the firm and the Company that might bear on the auditors’ independence consistent with the applicable requirements of the Public Company Accounting ~~Standards~~Oversight Board, discussed with the independent auditors any relationships that may impact their objectivity and independence, and satisfied itself as to the auditors’ independence. The Audit & Risk Committee also discussed with management, the internal auditors and the independent auditors the integrity of the Company’s financial reporting processes, including the Company’s internal accounting systems and controls, and reviewed with management and the independent auditors the Company’s significant accounting principles and financial reporting issues, including judgments made in connection with the preparation of the Company’s financial statements. The Audit & Risk Committee also reviewed with the independent auditors their audit plans, audit scope and identification of audit risks.

The Audit & Risk Committee discussed with the independent auditors the matters required to be discussed by ~~Auditing Standard No. 16, Communications with Audit Committees~~, ~~as adopted by~~ the Public Company Accounting Oversight Board and the SEC, and, with and without management present, discussed and reviewed the results of the independent auditors’ examination of the consolidated financial statements of the Company.

The Audit & Risk Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, ~~2015~~2023 with management and the independent auditors. Management is responsible for the

Company’s financial reporting process, including its system of internal control over financial reporting (as defined inRule 13a-15(f) promulgated under the ~~Securities~~ Exchange ~~Act of 1934)~~Act), and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. The independent auditor is responsible for auditing those financial statements, and expressing an opinion on the effectiveness of internal control over financial reporting. The Audit & Risk Committee’s responsibility is to monitor and review these processes. The members of the Audit & Risk Committee are “independent” as defined by SEC and Nasdaq rules, and our Board has determined that ~~each of Jeffery M. Jackson and Steven L. Pepper~~Mr. Jeffrey Brown is an “audit committee financial expert” as defined by SEC rules.

The Audit & Risk Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits, including internal control testing under Section 404 of the Sarbanes-Oxley Act. The Audit & Risk Committee periodically meets with the Company’s internal and independent auditors, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit & Risk Committee also periodically meets in executive session.

In reliance on the reviews and discussions referred to above, the Audit & Risk Committee recommended to the Board (and the Board subsequently approved the recommendation) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2023, for filing with the ~~Securities and Exchange Commission.~~

SEC.

AUDIT & RISK COMMITTEE

~~Jeffery M. Jackson,~~

Jeffrey Brown, Chairman

~~J.V. Lentell~~

~~Steven L. Pepper~~

Harold Lewis
Carol McFate


	16			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

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EXECUTIVE OFFICERS

The Board appoints our executive officers ~~at the first Board meeting following our annual stockholders meeting~~annually and updates the executive officer positions as needed throughout the year. Each executive officer serves at the ~~behest~~discretion of the Board and until their successors are appointed, or until the earlier of their death, resignation or removal.

The following ~~table~~ sets forth certain biographical information with respect to our executive officers as of the date of this proxy ~~statement:~~

statement. Mr. Fadel’s biographical information is set forth above under “Proposal One: Election of Directors.”

				Anthony Blasquez
			~~Name~~	Executive Vice President — Rent-A-Center Age: 48 Gender: Male Ethnicity: Hispanic/Latino	~~Age~~

Mr. Blasquez was named Executive Vice President — Rent-A-Center effective as of June 1, 2020. In such role, Mr. Blasquez focuses on improving the Rent-A-Center omni-channel business, which includes impacting performance from both e-commerce and the traditional store business. Mr. Blasquez has been with Upbound for 25 years and has served in every field operations position in the Company, most recently Divisional Vice President of Operations from 2015 to 2020 prior to being promoted to his current position.

			~~Position~~	Ann Davids
			~~Robert D. Davis~~	Executive Vice President — Chief Customer and Marketing Officer Age: 55 Gender: Female Ethnicity: Caucasian

Ms. Davids was named Executive Vice President — Chief Customer and Marketing Officer effective as of February 21, 2018. Ms. Davids leads Upbound’s customer experience and omni-channel e-commerce innovation, along with marketing and merchandising. Ms. Davids served as Senior Vice President — Chief Customer and Marketing Officer for Direct General/National General Insurance from 2013 to 2018 with responsibility for the web channel development as well as marketing strategy and execution. Prior to 2013, Ms. Davids served as our chief marketing officer for 15 years.

	44			Sudeep Gautam
				Executive Vice President — Chief Technology and Digital Officer Age: 53 Gender: Male Ethnicity: Asian

Mr. Gautam was named Executive Vice President — Chief Technology and Digital Officer on January 16, 2023. Mr. Gautam has over 20 years of experience in leveraging technology in driving large-scale digital transformations, most recently in the private equity space with a focus on technology startups, specializing in driving disruptive digital solutions. Prior to this, Mr. Gautam was the Chief Digital Officer and member of the Executive Committee at Raytheon Technologies/Pratt & Whitney, one of the world’s largest jet-engine manufacturers, where he drove a company-wide digital transformation initiative. During the course of his career, he also held senior executive positions at Hewlett-Packard, Capgemini and Cognizant. Mr. Gautam received his Bachelor of Engineering in computer science from Bangalore University and a Master of Business Administration degree from the University of Texas at Dallas. He is also a graduate of the Executive Management Program from The Wharton School and a graduate of Thayer Leadership at the United States Military Academy at West Point.

UPBOUND GROUP, INC. - 2024 Proxy Statement25

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EXECUTIVE OFFICERS

				Fahmi Karam
				Executive Vice President — Chief Financial Officer Age: 45 Gender: Male Ethnicity: Asian

Mr. Karam was named Executive Vice President — Chief Financial Officer effective October 31, 2022. Mr. Karam has over 20 years of experience in finance and accounting, most recently as the Chief Financial Officer of Santander Consumer USA since September 2019. Mr. Karam previously served as Santander’s Head of Pricing and Analytics from May 2018 to September 2019 and as Executive Vice President, Strategy and Corporate Development from September 2015 to May 2018. Prior to his roles at Santander, Mr. Karam spent 12 years at JP Morgan Investment Bank, where he ended serving as an Executive Director. Prior to JP Morgan, Mr. Karam served as a Senior Associate at Deloitte Audit Assurance Services for two years. Mr. Karam received his Bachelor’s degree and Master of Accounting from Baylor University, and he is a Certified Public Accountant.

				Tyler Montrone
				Executive Vice President — Acima Age: 43 Gender: Male Ethnicity: Caucasian

Mr. Montrone has served as our Executive Vice President — Acima since February 20, 2023. From July 2022 through February 2023, Mr. Montrone served as Acima’s Chief Development Officer, and he previously served as Acima’s SVP, Assistant General Counsel/Compliance Officer from February 2021 through June 2022 and Chief Legal and Compliance Officer of Acima from March 2016 through February 2021. Mr. Montrone earned both his Bachelor of Science in accounting and Master in Taxation from Weber State University, and he also earned a Juris Doctor from the University of Arkansas.

				Bryan Pechersky
				Executive Vice President — General Counsel & Corporate Secretary Age: 53 Gender: Male Ethnicity: Caucasian

Mr. Pechersky was named Executive Vice President — General Counsel & Corporate Secretary effective as of June 1, 2020. Mr. Pechersky oversees our legal department and government affairs program. Prior to joining Upbound, Mr. Pechersky served from 2010 through 2019 as Executive Vice President, General Counsel and Corporate Secretary for Cloud Peak Energy Inc., a publicly traded mining and logistics supplier to U.S. and Asian utilities. From 2007 to 2010, Mr. Pechersky was Senior Vice President, General Counsel and Secretary for Harte-Hanks, Inc., a publicly traded worldwide, direct and targeted marketing company. From 2005 to 2007, Mr. Pechersky was Senior Vice President, Secretary and Senior Corporate Counsel for Blockbuster Inc., a publicly traded global movie and game entertainment retailer. From 2004 to 2005, Mr. Pechersky was Deputy General Counsel and Secretary for Unocal Corporation, a publicly traded international energy company acquired by Chevron Corporation in 2005. Prior to these positions, from 1996 to 2004, Mr. Pechersky was a capital markets, mergers and acquisitions and litigation attorney for Vinson & Elkins L.L.P., a leading global law firm. Mr. Pechersky also served as a Law Clerk to the Hon. Loretta A. Preska of the U.S. District Court for the Southern District of New York in 1995 and 1996.

				Transient Taylor
				Executive Vice President — Chief Human Resources Officer and Chief Diversity Officer Age: 58 Gender: Male Ethnicity: African American

Mr. Taylor has served as our Executive Vice President — Chief Human Resources Officer since July 2021 and as our Chief Diversity Officer since May 2022. From 2008 through 2021, Mr. Taylor served on the executive leadership team as the CHRO/CPO for Bumble, Mr. Cooper and Travelocity. Mr. Taylor has a demonstrated track record of leading the human resources function, establishing human resources strategy, and optimizing culture and people practices. Additionally, from 2001 to 2008, Mr. Taylor led the human resources function for retail-focused companies, such as Alliance Data and The Home Depot. He has directed human resources integration for multiple merger and acquisition efforts and also served as a key enabler for several transformational change initiatives. Mr. Taylor earned both his Bachelor and Master degrees from West Virginia University.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

We are committed to maintaining a strong pay-for-performance culture. The compensation program is reviewed annually to assure that its objectives and components are aligned with the Company’s strategic goals and culture, and also that it incentivizes short- and long-term profitability and ethical business conduct in accordance with our values.

This Compensation Discussion and Analysis (“CD&A”) describes key features of our executive compensation program, summarizes the 2023 cash and equity incentive compensation received by our named executive officers, highlights the strong pay for performance alignment of our executives’ compensation with our financial, operating and stockholder returns and provides additional context to the data presented in the compensation tables included below in this proxy statement. The term “executive officers” means our senior executives who are listed above under the heading “Executive Officers” and also includes our CEO, Mr. Fadel. The term “named executive officers” means the five executive officers identified in the table below.

	Named Executive Officer		Title
	Mitchell Fadel		Chief Executive Officer
~~Guy J. Constant~~		51		~~Executive Vice President — Finance, CFO & Treasurer~~
~~Mark E. Denman~~	Fahmi Karam	43		~~Executive Vice President — Acceptance Now~~
~~Fred E. Herman~~		59		~~Executive Vice President — Accounting & Global Controller~~
~~Christopher A. Korst~~		56		Executive Vice President — Chief ~~Administrative~~Financial Officer ~~& General Counsel~~
~~Charles J. White~~	Anthony Blasquez	54		Executive Vice President — ~~RTO Domestic~~Rent-A-Center
	Tyler Montrone(1)		Executive Vice President — Acima
	Sudeep Gautam(2)		Executive Vice President — Chief Technology and Digital Officer

~~Robert D. Davis.~~

(1)

Mr. ~~Davis~~Montrone was ~~named Chief Executive Officer effective as of February 1, 2014, after previously serving as~~promoted to Executive Vice President ~~– Finance since~~— Acima effective February ~~2008, as our Chief Financial Officer since March 1999 and as our Treasurer since January 1997. From September 1999 until February 2008,~~ 20, 2023.

(2)

Mr. Davis served as our Senior Vice President – Finance. From September 1998 until September 1999, Mr. Davis served as our Vice President – Finance and Treasurer. Mr. Davis began his employment with us in 1993.

~~Guy J. Constant.~~ Mr. Constant has served as Executive Vice President – Finance, Chief Financial Officer and Treasurer since June 2014. Mr. Constant was previously employed by Brinker International, Inc., serving as Executive Vice President, Chief Financial Officer and President of Global Business Development from January 2013 until March 2014; as Executive Vice President and Chief Financial Officer from September 2010 to January 2013; Senior Vice President of Finance from May 2008 to September 2010; Vice President of Strategic Planning, Analysis and Investor Relations from September 2005 to May 2008; and Senior Director of Compensation from November 2004 to September 2005.

~~Mark E. Denman.~~ Mr. Denman was named Executive Vice President – Acceptance Now in March 2015. Mr. Denman previously served as our Senior Vice President – Acceptance Now from January 2014 to February 2015, one of our division vice presidents (RTO) from September 2013 to December 2013, and one of our division vice presidents (Acceptance Now) from August 2011 to September 2013. Mr. DenmanGautam joined the ~~company~~Company in ~~December 2010~~January 2023.

Please read the entirety of this CD&A and remaining compensation sections in ~~connection with our acquisition of The Rental Store, Inc.~~

~~Fred E. Herman.~~ Mr. Herman was named Executive Vice President – Accounting and Global Controller in July 2014, after serving as Executive Vice President – Shared Services since January 1, 2014. Mr. Herman served as the Chief Risk and Compliance Officer from May 2011 until December 2013, as the Vice President of Internal Audit from January 2005 until May 2011 and as the Director of Internal Audit from April 2003 until January 2005. From 1980 to 2003, Mr. Herman worked in public accounting and in internal audit with several public companies.

~~Christopher A.~~ Korst. Mr. Korst was named Executive Vice President – Chief Administrative Officer and General Counsel in July 2014, after previously serving as Executive Vice President – Chief Administrative Officer since January 1, 2014. Previously, Mr. Korst served as Executive Vice President – Domestic Operations from May 2012 to December 2013, as our Executive Vice President – Operations from January 2008 until April 2012, and as our Senior Vice President – General Counsel from May 2001 to January 2008. Mr. Korst also served as our Secretary from September 2004 until January 2008. From January 2000 until May 2001, Mr. Korst owned and operated AdvantEdge Quality Cars, which he acquired in a management buyout.

~~Charles J. White.~~ Mr. White was named Executive Vice President – RTO Domestic effective as of January 1, 2014. Previously, Mr. White served as Senior Vice President – RAC Acceptance from August 2011 to December 2013. From September 2002 to July 2011, Mr. White served as one of our division vice presidents, and as one of our regional directors from January 2000 to September 2002. Prior to joining us in 1995, Mr. White served for six years in the U.S. Navy and six years in the Army National Guard.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		17

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management and, based upon such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in thethis proxy statement ~~on Schedule 14A related to~~for further details regarding the ~~2016 Annual Meeting of Stockholders, for filing with the Securities and Exchange Commission.~~

~~COMPENSATION COMMITTEE~~

~~Leonard H. Roberts, Chairman~~

~~Michael J. Gade~~

~~J.V. Lentell~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

matters summarized below.

Executive Compensation Program ~~Objectives~~

Overview

Decisions with respect to compensation of our executive officers, including our Chief Executive Officer and other named executive officers, are made by our Compensation Committee, which is comprised solely of independent directors. Our Compensation Committee has identified four primary objectives for our executive compensation program, which guide the decisions it makes with respect to the amount and type of compensation paid to our named executive officers. The objectives of our executive compensation program are to:

•

attract, retain and motivate senior executives with competitive compensation opportunities;

•

balance short-term and long-term strategic goals;

•

reward achievement of our financial and non-financial goals.

The executive compensation ~~philosophy~~program consists of a mix of three primary components, described below, which we believe appropriately rewards our executive officers for their overall contribution to company performance, contains a substantial portion of at-risk, performance-based compensation and aligns our executives’ interests with those of our stockholders with the ultimate objective of increasing long-term stockholder value.

The pay ultimately realized is ~~generally~~highly variable and dependent primarily on (1) our financial and operational performance, (2) individual executive performance and (3) our multi-year relative TSR performance.

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COMPENSATION DISCUSSION AND ANALYSIS

The three primary components of our executive compensation program are:

Component			Overview
Base Salary			Competitive base salaries are determined in large part through in-depth comparative analyses of comparable positions at companies in our Peer Group and other similarly situated public companies in the retail and consumer finance sectors, taking into account the individual’s experience, responsibilities, competencies and individual performance, in addition to the market data.
Annual Incentive Opportunity			Opportunity for an annual cash incentive award to align our executives with annual corporate and individual performance achievements. For 2023, the ultimate payout amount was based on (1) Consolidated Adjusted EBITDA (50% weighting), (2) Rent-A-Center segment revenue (25% weighting), and (3) Acima segment revenue (25% weighting). The targeted achievement levels take into account the rigorous goals included in our annual operating budget, which is approved by the Board. Each executive officer’s target annual incentive opportunity takes into account market data from the Peer Group and other similarly situated public companies in the retail and consumer finance sectors.
Long-Term Incentive Compensation Opportunity			Long-term incentive plan and equity ownership guidelines to align our executives with longer term performance achievement and stockholder returns over time. The long-term incentive awards granted in February 2023 consisted of (1) time-based restricted stock units (weighted 30%) that vest pro rata over a three-year period and (2) performance-based stock units (weighted 70%) that vest solely based on the satisfaction of our performance based on our three-year TSR compared to the S&P 1500 Specialty Retail Index.

Compensation Program Design and Governance Policies

In addition to ~~target~~our three primary components of executive compensation, our executive compensation program includes other features that we believe are consistent with strong governance practices, including:

	What We Do
	• Transparent Compensation Program: Maintain a transparent executive compensation program that is understandable both to our stockholders and employees and is not overly complex or subject to constantly changing features • Compensation Aligned with Performance: A substantial percentage of both cash and equity compensation is at-risk and variable based on company performance • Multi-Year Equity Vesting: Three-year full vesting for all executive equity awards (restricted stock units vest pro rata annually over three years; performance stock units cliff vest after three years based on relative TSR performance) • Annual SOP Vote: Annual say-on-pay stockholder vote regarding our executive compensation program to receive regular feedback from our investors • Annual Program Risk Assessment: Our Compensation Committee performs an annual risk assessment of our compensation program • Investor Outreach: Outreach program to our large institutional investors regarding executive compensation and governance-related topics			• Independent Compensation Consultant: Engagement by the Compensation Committee of an independent compensation consultant to conduct a formal evaluation of, and advise the Compensation Committee with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives • Rigorous Target Setting: Rigorous performance targets for our annual cash incentive and long-term incentive compensation programs • Total Reward Statement Review: Regular review by the Compensation Committee of total reward statements for the Chief Executive Officer and other executives to evaluate multi-year cash and equity compensation awards • Ownership Guidelines: Equity ownership guidelines for our directors, Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents • Clawback Policy: Incentive compensation is subject to clawback, as described further in this proxy statement

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	What We Do Not Do
	• No Hedging or Pledging Stock: Insider Trading Policy that prohibits derivative transactions involving our common stock and pledging stock • No Gross-ups: Employee benefits are provided without tax gross-ups (other than certain relocation-related expenses) • No Excessive Perquisites: We provide only limited perquisites, as described in this CD&A			• No Repricing Options: We do not reprice stock options without stockholder approval (and as of 2021, we no longer grant stock options) • No Dividends Paid on Unvested Equity: No prospective payment of dividends on unvested equity awards

2023 Company Performance Highlights

As described further in our year-end 2023 earnings announcement and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K, highlights of our 2023 results and significant accomplishments are described below:

•

Trends and Developments

•

Both the Acima gross merchandise volume and Rent-A-Center portfolio value trends improved throughout the year, and both returned to year-over-year growth by the fourth quarter of 2023.

•

Acima margins improved year-over-year as fewer customers elected early purchase options, gross margin improved 340 bps year-over-year, and Adjusted EBITDA margin(1) improved 490 bps year-over-year.

•

Strong underwriting and account management enabled the Company to tactically drive incremental lease volume with appropriate risk-adjusted margins despite broad-based market uncertainty.

◦

Rent-A-Center skip / stolen loss rate improved 160 bps year-over-year in the fourth quarter of 2023 and 40 bps in fiscal year 2023.

◦

Acima skip / stolen loss rate improved 130 bps year-over-year in fiscal year 2023.

•

Strong cash flow generation supported opportunistic share buybacks in 2023, resulting in repurchase of 1.7 million shares from August through October, or 3% of basic shares outstanding.

•

Reduced debt by $69 million in 2023, resulting in lower balances at year-end compared to 2022.

◦

Ended 2023 with $513.4 million in total liquidity.

•

Financial Performance

•

2023 consolidated revenues of $4.0 billion, -6.0% year-over-year.

•

2023 operating profit of $162.9 million, +9.6% year-over-year.

•

Adjusted EBITDA(1) of $455.7 million, +0.5% year-over-year on higher Acima segment Adjusted EBITDA, partially offset by lower Rent-A-Center segment Adjusted EBITDA and higher corporate costs.

•

Diluted EPS of $(0.09), compared to $0.21 in the prior year.

•

Non-GAAP Diluted EPS(1) of $3.55, compared to $3.70 in the prior year.

•

Cash flow from operations of $200.3 million and Free Cash Flow(1) of $146.9 million, compared to $468.5 million and $407.1 million in the prior year.

(1)

2023 Executive Compensation Highlights

Highlights of our 2023 executive compensation program are discussed below:

•

Continued High Percentage of At-Risk, Variable Performance-Based Compensation: Targeted direct compensation (base salary, target annual incentive compensation and target long-term incentive compensation) atfor our Chief Executive Officer was 85% at-risk (performance-based) for the 50^th~~-75~~^th ~~percentile of that paid at similarly-situated public companies in~~year ended December 31, 2023. This represents the ~~retail~~Chief Executive Officer’s target annual incentive compensation and ~~consumer finance sector, with cash compensation (base salary and annual incentives) targeted at the 50~~^th ~~percentile, and~~target long-term incentive compensation ~~targeted at the 75~~^th ~~percentile.~~

as a percentage of his total target direct compensation.

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COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Summary~~

~~We are committed to a pay-for-performance culture. The compensation program is reviewed annually in order to assure that its objectives and components are aligned with~~

•

Maintained Rigorous Annual Incentive Award Targets: In establishing the ~~Company’s growth goals and culture, and also that it incentivizes short- and long-term profitable growth.~~

~~Pay for Performance~~

~~Our executive compensation program directly links a substantial portion of executive compensation to our financial performance through annual and long-term incentives. For the 2015~~2023 annual cash incentive ~~program,~~plan targets for each metric, the Compensation Committee considered sensitivities to the key business drivers of Adjusted EBITDA, ~~goal was achieved at 85.5%~~Rent-A-Center segment revenue, and Acima segment revenue to establish rigorous threshold, target and maximum performance levels.

•

Annual Financial Performance Resulted in 144% Bonus Plan Payouts: As a result of ~~target, which resulted~~our Company’s annual financial performance in 2023, for our 2023 bonus plan metrics, the Compensation Committee approved a ~~25%~~144% payout to our executives. For comparison, none of the ~~75%~~named executive officers received a bonus payout for the 2022 performance year based on the Company’s annual financial performance in 2022.

•

Maintained Weighting of Performance Stock Units in Long-Term Incentive Program at 70%: In 2023, the ~~target bonus amounts attributable to~~Compensation Committee maintained the ~~EBITDA target (see the payout schedule below),~~performance stock unit weighting as in 2022, resulting in grants of time-vested restricted stock units (30%) and ~~the revenue goal was achieved at~~

~~98.9% of target, which resulted in a 75% payout of the 25% of the target bonus amounts attributable to the revenue target (see the payout schedule below).~~

~~We failed to achieve more than 80% of the three-year EBITDA target established in connection with the grant in 2013 of~~ performance-based restricted stock units ~~pursuant~~(70%), thereby including substantial weighting to ~~our long-~~


	18			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~term incentive compensation program. Accordingly, none of~~ the ~~performance-based restricted stock units granted as part of~~Company’s relative TSR performance under the ~~2013~~ long-term incentive ~~compensation awards were earned and no shares were issued to our named executive officers pursuant to such awards.~~

program.

EBITDA metric historically used. In connection with this change, our Compensation Committee granted to our named executive officers performance-based restricted stock units based on our relative total stockholder return as compared to the S&P 1500 Specialty Retail Index over a one-year measurement period.

•

Three-Year Stock Price Performance Resulted in 50% Vesting of 2021 Performance-Based Stock Units: Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the ~~one-year~~three-year period ~~ending~~ended December 31, ~~2015,~~2023, ranked ~~below~~us 37 out of 54 companies in the ~~25th percentile,~~S&P 1500 Specialty Retail Index, which resulted in ~~no shares vesting.~~

the vesting of 50% of the performance-based stock units that were granted in 2021.

•

Strong Stockholder ~~Advisory Vote~~

Say-on-Pay Approval: In June ~~2015,~~2023, we held a stockholder advisory vote on the compensation of our named executive officers, referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with ~~98.6%~~approximately 99% of the shares of common stock present and entitled to vote ~~at the meeting~~thereon cast in favor of our ~~proposal. Compensation decisions and changes implemented in fiscal 2015 were made keeping in mind the~~

~~support stockholders expressed for our compensation philosophy and pay-for-performance culture. As a result,~~proposal, which our Compensation Committee ~~kept most facets~~believed conveyed a general endorsement of our executive compensation program and related compensation actions.

2024 Executive Compensation Program

In February 2024, the Compensation Committee conducted its annual review of the executive compensation program ~~consistent,~~to ensure the program remains aligned with ~~an emphasis on short and long-term incentive compensation that rewards our executives upon value creation for our stockholders.~~

~~Compensation Process~~

~~The Compensation Committee typically begins~~ the process of determining the amount and mix of total compensation to be paid to our senior executives, including our named executive officers, in December of each year and finalizes the amounts the following January. This enables the Compensation Committee to examine and consider our performance during the previous year in establishing the current year’s compensation.

The Compensation Committee determines each year whether to retain a compensation consultant to assist it with compensation decisions for the upcoming fiscal year. In May 2014, the Compensation Committee approved the engagement of Hay Group, Inc. (“Hay Group”) to conduct a formal evaluation of, and advise it with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives, including our other

named executive officers, for the 2015 fiscal year. In determining whether to engage Hay Group to provide such services, the Compensation Committee considered whether such engagement would create any conflicts of interest and determined that the engagement of Hay Group by the Company to advise it with respect to compensation to be paid to our senior executive management for 2015 did not create any such conflicts. Hay Group was engaged directly by the Compensation Committee and has performed no other services to us or any of our executive officers or directors.

Based on the work performed by Hay Group, the Compensation Committee determined that the following similarly-situated public companies (the “Peer Group”) provided an appropriate comparison for the purpose of evaluating our compensation arrangements for our senior executives:


~~Aaron’s, Inc.~~	~~Big Lots Inc.~~	~~Brinker International Inc.~~	~~Cash America International, Inc.~~
~~Fred’s, Inc.~~	~~hhgregg, Inc.~~	~~H&R Block, Inc.~~	~~Michaels Stores, Inc.~~
~~O’Reilly Automotive Inc.~~	~~Pep Boys~~	~~Pier 1 Imports, Inc.~~	~~Sally Beauty, Inc.~~
~~Sears Hometown & Outlet~~	~~Tractor Supply, Inc.~~	~~United Rental~~	~~Western Union~~

~~The following criteria were used to establish this Peer Group:~~

U.S.-based public companies with a similar business focus as ours, including both consumer finance and retail (particularly home furnishings, appliances and other retail organizations with which we compete for customers in a similar demographic);

~~Companies with revenue similar to us (generally 0.5 to 2.0 times our revenue); and~~

~~Competitors for executive talent.~~

~~Five companies which were previously included in the Peer Group (Dollar Tree, Advance Auto Parts, RadioShack, DFC Global and~~

EZCorp) were removed and replaced with Pep Boys, Sears Hometown and Outlet, Tractor Supply, United Rental and Western Union because such companies more closely matched the criteria set forth above. In the fall of 2014, the Compensation Committee approved the use of this Peer Group for use in connection with compensation decisions to be made for the 2015 fiscal year.

~~Finally, various members of the Compensation Committee have significant professional experience in the retail industry, as well as with respect to the~~Company’s executive compensation ~~practices of large publicly-traded companies. This experience provides a frame of reference within which to evaluate our executive compensation program relative to general economic conditions~~philosophy and ~~our progress in achieving our short-term and long-term goals.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		19

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~When the Compensation Committee considers the mix and amount of total compensation for our named executive officers, it reviews tally sheets which contains information regarding, among other things:~~

~~each named executive officer’s compensation and benefits for the previous three years; and~~

~~the type and amount of long-term incentive awards granted to each named executive officer in the previous three years, including any amounts which have become vested.~~

The Compensation Committee uses these tally sheets to estimate the total annual compensation of the named executive officers, and to provide a perspective on the named executive officers’ wealth accumulation from our compensation programs. Before

finalizing the compensation of the named executive officers for any given year, the tally sheets allow the Compensation Committee to fully understand the impact that its decisions will have on each named executive officer’s total existing and potential compensation.

~~See the sections entitled~~“– ~~Potential Payments and Benefits Upon Termination Without a Change in Control~~” ~~and~~ “– ~~Potential Payments and Benefits Upon Termination With a Change in Control~~” beginning on pages 36 and 37, respectively, of this proxy statement for the total amount of compensation and benefits each named executive officer could receive as a result of the various termination events and a description of our severance arrangements beginning on page 34 of this proxy statement.

~~Forms of Compensation~~

~~The following forms of compensation are currently utilized by the Compensation Committee in compensating our named executive officers:~~

~~base salary, which is paid in cash;~~

~~annual incentive compensation, which is paid in cash;~~

~~long-term incentive compensation, which consists of stock options, restricted stock units, and performance stock units;~~

~~severance arrangements; and~~

~~fringe benefits, including perquisites, with no tax gross-ups.~~

~~Base Salary~~

The base salary for each of our named executive officers represents the guaranteed portion of their total compensation and is determined annually by the Compensation Committee. Base salary is intended to reward the performance of each named executive officer during the fiscal year relative to his position with us. In establishing the base salary for each of our named executive officers, the Compensation Committee reviews:

~~the named executive officer’s historical performance in his position with us, including the financial performance within his or her area of responsibility and other factors;~~

~~Mr. Davis’ recommendations as to the proposed base salary (other than his own);~~

~~our financial performance;~~

~~market pay practices; and~~

~~each individual named executive officer’s compliance with our servant leadership values.~~

At the beginning of each year, the Compensation Committee considers whether adjustments would be made to the annual base salaries for our named executive officers. During the Compensation Committee’s review of the current base salaries, the Compensation Committee primarily considers market data, input provided by our Human Resources department, the input of Mr. Davis (other than with respect to his own base salary), individual performance, our financial performance, the experience of the executive officer, and each named executive officer’s compensation in relation to our other executive officers.

The Compensation Committee increased the base salary for 2015 for each of our named executive officers at a modest rate consistent with the salary increases for our other senior executive management (an average of 3%). The Compensation Committee approved the following base salaries of the named executive officers for 2014 and 2015 as set forth in the table below. The base salary adjustments for 2014 and 2015 were effective March 1, 2014, and February 28, 2015, respectively, except with respect to Mr. Davis’ increase for 2014, which was effective on February 1, 2014.


	20			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~ANNUAL BASE SALARIES~~

Name      2013 Base Salary      2014 Base Salary    2015 Base Salary
Robert D. Davis⁽¹⁾
     $             469,035         $             750,000       $                 772,500
Guy J. Constant⁽²⁾
     –         475,000       $ 491,720
Mitchell E. Fadel⁽³⁾
     $ 623,356         $ 642,057       $ 661,319
Christopher A. Korst
     $ 393,806         $ 405,620       $ 417,789
Joel M. Mussat⁽⁴⁾
     $ 324,724         $ 360,000       $ 370,800
Charles J. White
     $ 297,628         $ 330,000       $ 336,600

~~(1)~~

~~Mr. Davis was appointed Chief Executive Officer effective as of February 1, 2014.~~

~~(2)~~

~~Mr. Constant joined the Company on June 16, 2014.~~

~~(3)~~

~~Mr. Fadel resigned from the Company effective as of August 28, 2015.~~

~~(4)~~

~~Mr. Mussat resigned from the Company effective as of January 8, 2016.~~

~~Annual Cash Incentive Compensation~~

The Compensation Committee maintains an annual incentive compensation program for our executive officers that provides for awards in the form of a cash bonus. The Compensation Committee believes that cash bonuses are appropriate to promote our interests as well as those of our stockholders by providing our named executive officers with short-term financial rewards based upon achievement of specified short-term objectives, which the Compensation Committee believes will ultimately increase the value of our stock, as well as help us attract and retain our named executive officers by providing attractive compensation opportunities.

Our named executive officers participate in our annual cash incentive program. Under our annual cash incentive program, cash bonus eligibility is established at a pre-determined percentage of the named executive officer’s base salary, with such percentage amount set in accordance with the eligible named executive officer’s position and responsibilities with us. The percentage allocated as well as the potential ultimate payouts pursuant to our annual cash incentive program for each year are typically approved by the Compensation Committee in January at the same time that all compensation for our named executive officers is reviewed and, if applicable, approved. This enables the Compensation Committee to examine the named executive officer’s performance during the previous year, as well as determine financial performance targets for the new fiscal year based in part upon the previous year’s performance. No changes

~~to the eligible bonus percentages for our named executive officers were made for the 2015 annual cash incentive program.~~

The annual cash incentive program for 2015 included two financial performance metrics: EBITDA and corporate revenue. The Compensation Committee included an EBITDA target in the annual cash incentive program because it believes EBITDA generally represents an accurate indicator of our financial performance over a one-year period of time, while excluding the impact of interest and depreciation which can vary significantly. The inclusion of the corporate revenue target in the annual cash incentive program reflects the Compensation Committee’s determination that although a substantial portion of the cash bonus opportunity should be dependent on our profitability, a portion of such cash bonus opportunity should be based on our revenue growth. Accordingly, the potential annual incentive award for each of our named executive officers other than Mr. White for the 2015 annual cash incentive program was divided as follows: 75% EBITDA; and 25% revenue. As the senior executive officer over our Core U.S. segment, Mr. White’s annual cash incentive program includes a divisional revenue target in addition to the corporate revenue and EBITDA metrics. Accordingly, the potential annual incentive award for Mr. White for the 2015 annual cash incentive program was divided as follows: 50% EBITDA; 10% corporate revenue; and 40% divisional revenue.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		21

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~The financial performance targets for the 2015 annual cash incentive program were established in January 2015 following a review of our financial projections developed pursuant to our~~ strategic plan and objectives for 2015. Based upon that review, the Compensation Committee established a corporate revenue target under the 2015 annual cash incentive program in the amount of $3.314 billion and an EBITDA target under the 2015 annual cash incentive program in the amount of $336.1 million. In setting the EBITDA target under the 2015 annual cash incentive program, the Compensation Committee considered (i) the level of

achievement of the EBITDA target for the 2014 annual cash incentive program and (ii) the level of the Company’s anticipated investment in its growth strategies for 2015. The Compensation Committee further determined that, consistent with its views as to the financial performance measures for our annual cash incentive program, each eligible executive officer may receive (1) an additional bonus amount in the event that we exceed the financial performance targets for the fiscal year, and (2) a portion of the bonus in the event that we approach, yet fail to achieve, the target levels of financial performance, as set forth below:

~~EBITDA PERFORMANCE RANGE~~

~~Target = $336.1M~~


~~% of Target Achieved~~	~~EBITDA Range~~		~~% of Incentive Awarded~~
~~Less than 83.9990%~~		~~< $282.35~~		0%
~~84.0000% - 84.9990%~~	$	~~282.35 - $285.71~~		~~20%~~
~~85.0000% - 85.9990%~~	$	~~285.71 - $289.07~~		~~25%~~
~~86.0000% - 86.9990%~~	$	~~289.07 - $292.43~~		~~30%~~
~~87.0000% - 87.9990%~~	$	~~292.43 - $295.79~~		~~35%~~
~~88.0000% - 88.9990%~~	$	~~295.79 - $299.15~~		~~40%~~
~~89.0000% - 89.9990%~~	$	~~299.15 - $302.51~~		~~45%~~
~~90.0000% - 90.9990%~~	$	~~302.52 - $305.87~~		~~50%~~
~~91.0000% - 91.9990%~~	$	~~305.88 - $309.24~~		~~55%~~
~~92.0000% - 92.9990%~~	$	~~309.24 - $312.60~~		~~60%~~
~~93.0000% - 93.9990%~~	$	~~312.60 - $315.96~~		~~65%~~
~~94.0000% - 94.9990%~~	$	~~315.96 - $319.32~~		~~70%~~
~~95.0000% - 95.9990%~~	$	~~319.32 - $322.68~~		~~75%~~
~~96.0000% - 96.9990%~~	$	~~322.68 - $326.04~~		~~80%~~
~~97.0000% - 97.9990%~~	$	~~326.05 - $329.40~~		~~85%~~
~~98.0000% - 98.9990%~~	$	~~329.41 - $332.76~~		~~90%~~
~~99.0000% - 99.9990%~~	$	~~332.77 - $336.13~~		~~95%~~
~~100.0000% - 100.9990%~~	$	~~336.13 - $339.49~~		~~100%~~
~~101.0000% - 101.9990%~~	$	~~339.49 - $342.85~~		~~107%~~
~~102.0000% - 102.9990%~~	$	~~342.85 - $346.21~~		~~114%~~
~~103.0000% - 103.9990%~~	$	~~346.21 - $349.57~~		~~121%~~
~~104.0000% - 104.9990%~~	$	~~349.57 - $352.93~~		~~129%~~
~~105.0000% - 105.9990%~~	$	~~352.94 - $356.29~~		~~136%~~
~~106.0000% - 106.9990%~~	$	~~356.30 - $359.65~~		~~143%~~
~~107.0000% - 107.9990%~~	$	~~359.66 - $363.02~~		~~150%~~
~~108.0000% - 108.9990%~~	$	~~363.02 - $366.38~~		~~157%~~
~~109.0000% - 109.9990%~~	$	~~366.38 - $369.74~~		~~164%~~
~~110.0000% - 110.9990%~~	$	~~369.74 - $373.10~~		~~171%~~
~~111.0000% - 111.9990%~~	$	~~373.10 - $376.46~~		~~179%~~
~~112.0000% - 112.9990%~~	$	~~376.46 - $379.82~~		~~186%~~
~~113.0000% - 113.9990%~~	$	~~379.83 - $383.18~~		~~193%~~
~~Equal to or~~> ~~than 114.0000%~~	$	~~383.19 –~~ >		~~200%~~


	22			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~REVENUE PERFORMANCE RANGE~~

~~Target = $3,313.7M~~


~~% of Target Achieved~~	~~Revenue Range~~		~~% of Incentive Awarded~~
~~Less than 95.9900%~~		~~< - $3,180.78~~		0%
~~96.0000% - 96.2499%~~	$	~~3,181.12 - $3,189.40~~		~~20%~~
~~96.2500% - 96.4999%~~	$	~~3,189.40 - $3,197.68~~		~~25%~~
~~96.5000% - 96.7499%~~	$	~~3,197.68 - $3,205.97~~		~~30%~~
~~96.7500% - 96.9999%~~	$	~~3,205.97 - $3,214.25~~		~~35%~~
~~97.0000% - 97.2499%~~	$	~~3,214.25 - $3,222.53~~		~~40%~~
~~97.2500% - 97.4999%~~	$	~~3,222.54 - $3,230.82~~		~~45%~~
~~97.5000% - 97.7499%~~	$	~~3,230.82 - $3,239.10~~		~~50%~~
~~97.7500% - 97.9999%~~	$	~~3,239.11 - $3,247.39~~		~~55%~~
~~98.0000% - 98.2499%~~	$	~~3,247.39 - $3,255.67~~		~~60%~~
~~98.2500% - 98.4999%~~	$	~~3,255.67 - $3,263.95~~		~~65%~~
~~98.5000% - 98.7499%~~	$	~~3,263.96 - $3,272.24~~		~~70%~~
~~98.7500% - 98.9999%~~	$	~~3,272.24 - $3,280.52~~		~~75%~~
~~99.0000% - 99.2499%~~	$	~~3,280.53 - $3,288.81~~		~~80%~~
~~99.2500% - 99.4999%~~	$	~~3,288.81 - $3,297.09~~		~~85%~~
~~99.5000% - 99.7499%~~	$	~~3,297.09 - $3,305.37~~		~~90%~~
~~99.7500% - 99.9999%~~	$	~~3,305.38 - $3,313.66~~		~~95%~~
~~100.0000% - 100.2856%~~	$	~~3,313.66 - $3,323.13~~		~~100%~~
~~100.2856% - 100.5713%~~	$	~~3,323.13 - $3,332.59~~		~~107%~~
~~100.5713% - 100.8570%~~	$	~~3,332.59 - $3,342.06~~		~~114%~~
~~100.8571% - 101.1428%~~	$	~~3,342.06 - $3,351.53~~		~~121%~~
~~101.1428% - 101.4285%~~	$	~~3,351.53 - $3,361.00~~		~~129%~~
~~101.4285% - 101.7142%~~	$	~~3,361.00 - $3,370.46~~		~~136%~~
~~101.7142% - 101.9999%~~	$	~~3,370.47 - $3,379.93~~		~~143%~~
~~101.9999% - 102.2856%~~	$	~~3,379.93 - $3,389.40~~		~~150%~~
~~102.2856% - 102.5713%~~	$	~~3,389.40 - $3,398.87~~		~~157%~~
~~102.5713% - 102.8570%~~	$	~~3,398.87 - $3,408.34~~		~~164%~~
~~102.8571% - 103.1428%~~	$	~~3,408.34 - $3,417.80~~		~~171%~~
~~103.1428% - 103.4285%~~	$	~~3,417.80 - $3,427.27~~		~~179%~~
~~103.4285% - 103.7142%~~	$	~~3,427.27 - $3,436.74~~		~~186%~~
~~103.7142% - 103.9999%~~	$	~~3,436.74 - $3,446.21~~		~~193%~~
~~Equal to or > than 104.0000%~~	$	~~3,446.21 - >~~		~~200%~~

In January 2016, the Compensation Committee determined the level of achievement of the revenue and EBITDA targets as previously set by it with respect to the 2015 annual cash incentive program. EBITDA as reported in accordance with GAAP for the year ended December 31, 2015, was ($927.2) million. In reviewing our actual 2015 performance relative to the EBITDA goal, the Compensation Committee determined that it would be appropriate, consistent with past practices, to adjust for certain special items for purposes of determining whether the financial target had been met for the year. The Compensation Committee concluded that the failure to adjust for such items would inappropriately penalize management for certain operational decisions which the Compensation Committee believed were in the best interests of the Company’s stockholders. Accordingly, the Compensation Committee made adjustments to EBITDA pertaining to (i) a non-cash charge to account for goodwill impairment (a $1,170.0 million increase);

(ii) a portion of the write-down of smartphone inventory (a $17.4 million increase); (iii) losses on the sale of stores, including 40 Core U.S. stores to a new franchisee (an $8.6 million increase); (iv) expenses associated with the closure of Core U.S. and Mexico stores (a $7.2 million increase); (iv) the amount accrued for incentive compensation (a $6.3 million increase); (v) pre-tax charges for start-up and warehouse closure expenses related to the Company’s sourcing and distribution initiative (a $2.8 million increase); and (vi) pre-tax corporate restructuring charges (a $2.0 million increase). The Compensation Committee reviewed the combined proposed adjustments and their impact on the calculation of the Company’s EBITDA for the fiscal year ended December 31, 2015, and determined that the Company’s EBITDA for purposes of the 2015 annual cash incentive program was equal to $287.1 million. The Compensation Committee further determined that the total revenue earned by the Company for the fiscal year ended December 31, 2015, was


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		23

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~$3.278 billion, as reported in the Company’s financial statements for the year ended December 31, 2015.~~

The Compensation Committee concluded that it was appropriate to exclude the impact of the goodwill write-down in its determination of the Company’s EBITDA for the fiscal year ended December 31, 2015, because the charge was non-cash and did not impact the Company’s liquidity position or cash flow. The Compensation Committee additionally concluded that the failure to make any adjustment to EBITDA with respect to the smartphone write-down would inappropriately penalize management for its decisions to enter a new product category and to take swift action to correct smartphone inventories, and believed such decisions were in the best long-term interest of the Company’s stockholders. Accordingly, the Compensation Committee determined to adjust EBITDA by $17.4 million (an amount equal to one-half of the amount written down to account for smartphone inventory) and to apply such adjustment to all of our named executive officers.

As a result, the Compensation Committee determined that the Company achieved (i) 85.5% of the EBITDA objective for 2015 resulting in payment of 25% of the 75% of the target bonus amounts attributable to the EBITDA condition (see payout schedule above) pursuant to the 2015 annual cash incentive program, and (ii) 98.9% of the revenue objective for 2015 resulting in payment of 75% of the 25% of the target bonus amounts attributable to the revenue condition (see payout schedule above) pursuant to the 2015 annual cash incentive program.

The target and actual amounts awarded to our named executive officers for their annual cash incentive bonus for 2015 performance are set forth below and included in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” on page 28 of this proxy statement. Mr. Fadel resigned from the Company effective as of August 28, 2015; accordingly, he did not receive any payment pursuant to the 2015 annual cash incentive plan.

~~2015 ANNUAL CASH INCENTIVE AWARD~~

Name    2015 Incentive
Target (%) 2015 Incentive
Target ($)    2015 Actual Annual Cash
Incentive Award
2015 Actual Annual Cash
Incentive Award as
a % of Target

Robert D. Davis
   100 % $ 772,500       $ 289,688    37.5 %
Mitchell E. Fadel
   75 % $ 495,989       N/A    –
Guy J. Constant
   55 % $ 270,446       $ 101,417    37.5 %
Christopher A. Korst
   50 % $ 208,895       $ 78,336    37.5 %
Joel M. Mussat
   50 % $ 185,400       $ 69,525    37.5 %
Charles J. White
   50 % $ 168,300       $ 90,882 ⁽¹⁾ 54.0 %

~~(1)~~

~~Includes $57,222 attributable to the achievement of the divisional revenue target.~~

~~Long-Term Incentive Compensation~~

Our equity incentive plans are administered by the Compensation Committee and are designed to enable the Compensation Committee to provide incentive compensation to our employees in the form of stock options, stock awards, other equity awards, and performance-based equity awards. The Compensation Committee believes that awarding our named executive officers non-cash, long-term equity incentive compensation, primarily in the form of long-term incentive awards which may increase in value in conjunction with the satisfaction by us of pre-determined performance measures and/or an increase in the value of our common stock, more effectively aligns their interests with ours. The Compensation Committee also believes that such awards will provide our named executive officers with an incentive to remain in their positions with us, since the determination as to whether a particular measure for our performance and/or an increase in the value of our common stock has been satisfied is typically made over an extended period of time.objectives. In general, the Compensation Committee ~~considers equity awards~~determined it was appropriate, with certain modifications, to ~~our named executive officers on an annual basis, normally~~retain the same overall structure in ~~January of each year.~~

~~Generally, long-term incentive awards are made~~2024 as in 2023 taking into account feedback from the Compensation Committee’s independent compensation consultant, comparisons to ~~our named executive officers pursuant to (i)~~peer group compensation programs, the ~~2006 Plan and (ii)~~strong say-on-pay approval from stockholders, feedback from the ~~Rent-A-Center, Inc. 2006 Equity Incentive Plan, which we refer to as the “Equity Plan.” Under the terms of each of the 2006 Plan and the~~

~~Equity Plan, awards may be granted at times and upon vesting~~Company’s investor outreach and other conditions as determined by the Compensation Committee, and may be made in the form of stock options, stock awards, other equity awards, and performance-based equity awards. Stock option awards under our equity incentive plans are granted at the fair market value per share of our common stock on the date the option is granted as determined by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on the last market trading day prior to the date the option is granted. The options granted to our named executive officers typically vest ratably over a four-year period, commencing one year from the date of grant, and expire after 10 years.

The restricted stock units granted by our Compensation Committee cliff vest either after a set period of time or upon the achievement of specified goals for our performance over a period of time. Awards of restricted stock with time-based vesting provide our named executive officers with a minimum level of value while also providing an additional incentive for such individuals to remain in their positions with us. Awards of restricted stock with performance-based vesting provide an additional incentive for our named executive officers to remain in their positions with us in order to realize the benefit of such award

factors.


	24			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~and also focus them on a performance parameter which the Compensation Committee considers beneficial to increasing the value of our stock, and consequently, stockholder value.~~

~~The Compensation Committee determines the timing of the annual grants of stock options and restricted stock units to our named executive officers as well as the terms and restrictions~~

applicable to such grants. The Compensation Committee approves generally in January of each year the annual grant to our executive officers after the Compensation Committee has reviewed the information set forth in the tally sheets. Grants may also be made in connection with commencement of employment, promotions, or tenure.

2015 Long-term Incentive Compensation Awards. The Compensation Committee adjusted the aggregate amount of the long-term incentive compensation award as a percentage of base salary for 2015 for each named executive officer as follows:


~~Name~~		~~Long-Term Incentive Target~~
~~Robert D. Davis~~		~~From 200% to 250%~~
~~Mitchell E. Fadel~~		~~From 125% to 165%~~
~~Guy J. Constant~~		~~From 100% to 130%~~
~~Christopher A. Korst~~		~~From 75% to 85%~~
~~Joel M. Mussat~~		~~From 75% to 85%~~
~~Charles J. White~~		~~From 75% to 85%~~

The increase in the aggregate amount of the long-term incentive compensation award for 2015 for each named executive officer was made to target the market median values for long-term compensation awards at similarly situated public companies. Consistent with prior years, the long-term incentive compensation awards for 2015 were comprised of three vehicles, with greater emphasis on the portion of the long-term incentive award which is contingent on financial performance. Accordingly the award tranches are weighted as follows: (i) 20% of the value of the award issued in stock options, (ii) 20% of the value of the award issued in time-based restricted stock units and (iii) 60% of the value of the award issued in performance-based restricted stock units.

Adoption of Relative Total Shareholder Return as Performance Measure. In prior years, long-term incentive awards of restricted stock with performance-based vesting were contingent upon our achievement of a three-year EBITDA target. Beginning in 2015, the Compensation Committee adopted a relative total shareholder return metric over a three-year measurement period as the vesting condition for grants of performance stock units under our long-term incentive compensation program. The

Compensation Committee made this decision in order to tie the external performance of our common stock to executive compensation and because the Compensation Committee believes that a relative measure is a more appropriate basis for measuring long-term performance than an absolute measure. The Compensation Committee also took into consideration the fact that our annual cash incentive program includes an EBITDA metric. The Compensation Committee selected a three-year period over which to measure relative total shareholder return based upon the time-period utilized with respect to awards made by similarly-situated public companies in the retail industry, as well as upon its belief that a three-year measurement period was appropriate to place an emphasis on our relative total shareholder return over an extended period of time, as opposed to the single year measure which is utilized in our annual cash incentive program. In order to immediately emphasize the relative total shareholder return metric to our senior executive officers, the Compensation Committee also determined to grant performance stock unit awards with one- and two-year measurement periods to our senior executive officers, including our named executive officers, in January 2015.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		25

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The Compensation Committee selected the S&P 1500 Specialty Retail Index as the comparator group for measuring our relative shareholder return over the applicable measurement period. In making this selection, the Compensation Committee considered the median annual revenue of the companies in the index in the amount of $3.8 billion, the inclusion in the index of four

companies included in our Peer Group, and the representation of the overall retail environment by the index to determine that this index is comprised of the companies most similar to the Company and is an appropriate comparator group. The Compensation Committee adopted the following payout ranges applicable to the awards of performance-based restricted stock units:

Payout Chart    Payout%
RCII’s TSR Percentile Rank in
the S&P 1500 Speciality
Retail Index

RCII’s TSR Actual Rank in the
S&P 1500 Speciality Retail
Index

>    <= Low    High
90%
   100 % 1       7       200 %
80%
   89 % 8       13       175 %
70%
   79 % 14       19       150 %
60%
   69 % 20       25       125 %
50%
   59 % 26       31       100 %
40%
   49 % 32       38       75 %
30%
   39 % 39       44       50 %
25%
   29 % 45       47       25 %
0%
   24 % 48       63       0 %

See the Grants of Plan-Based Awards table under the column “Estimated Future Payouts Under Equity Incentive Plan Awards” on page 30 of this proxy statement for threshold, target, and maximum amounts payable to our named executive officers under the 2015 long-term incentive performance-based awards.

Determination of Long-term Incentive Compensation Awards. In January 2016, the Compensation Committee determined the level of achievement of the three-year EBITDA target previously set by the Compensation Committee with respect to the long-term incentive performance-based awards made in January 2013. The Compensation Committee reviewed the Company’s EBITDA for each of the three years in the period January 1, 2013 through December 31, 2015, and determined that the Company’s aggregate EBITDA for such three-year period for purposes of the 2013 long-term incentive performance-based awards was less than 80% of the EBITDA target previously set by the Compensation Committee in the amount of $1.593 billion. Accordingly, the Compensation Committee determined, in accordance with the terms of the 2013 long-term incentive

performance-based awards, that none of the performance-based restricted stock units granted as part of the 2013 long-term incentive compensation awards was earned and no shares were issued to our name executive officers pursuant to such awards.

In January 2016, the Compensation Committee determined the level of achievement of the minimum TSR condition with respect to the long-term incentive performance-based awards made in January 2015, with a one-year measurement period. The Compensation Committee reviewed the Company’s relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the period January 1, 2015 through December 31, 2015, and determined that the Company’s relative TSR ranking was below the 25th percentile for such one-year measurement period. Accordingly, the Compensation Committee determined, in accordance with the terms of such awards, that none of the performance-based restricted stock units granted as part of the one-year long-term incentive compensation awards was earned and no shares were issued to our name executive officers pursuant to such awards.

Severance Arrangements

We have an employment agreement with Mr. Fadel and executive transition agreements with our other named executive officers to provide certain payments and benefits upon an involuntary termination of the named executive officer’s employment or the occurrence of certain other circumstances that may affect the named executive ~~officer.~~officer (and, in the case of Mr. Fadel, the employment agreement also provides for, among other items, annual compensation and certain employee benefits, as well as his entitlements upon an involuntary termination as described in the section “Arrangements with Mr. Fadel” below). The Compensation Committee believes that such severance arrangements assist us in recruiting and retaining top-level talent. In addition, formalizing our severance practices benefits us (1) by providing us with certainty in terms of our obligations to an eligible executive in the

event that our relationship with him or her is severed and (2) by virtue of the non-competition ~~non-solicitation~~ and ~~release~~non-solicitation provisions in our loyalty agreements, which inure to our benefit in the event that an eligible executive severs employment with us.

For a more detailed description of the severance arrangements which apply to our named executive officers, please see “Termination of Employment and Change-in-Control Arrangements” ~~beginning on page 34 of this proxy statement.~~

below.


	26			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Fringe~~Employee Benefits and Limited Perquisites

Our named executive officers are eligible to participate in the benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans, all of which the Compensation Committee believes are commensurate with plans of other similarly situated public companies in the retail and consumer finance industry. In addition, we will pay for the cost of an executive physical examination for each named executive officer each ~~year.~~year and we do not gross up our executives for any taxes related to the cost of perquisites (other than for certain relocation-related expenses). Our named executive officers were ~~not~~ eligible in ~~2015~~2023 to participate in our 401(k) Retirement Savings ~~Plan. Instead,~~Plan and our ~~named executive officers are eligible to participate in the Rent-A-Center, Inc.~~ Deferred Compensation Plan. The Deferred Compensation Plan allows our executive officers to defer ~~tax liability~~certain compensation to help save for their longer term financial objectives on a portion of their compensation. Beginning in 2016, our named executive officers will be eligible to participate on a limited basis in our 401(k) Retirement Savings Plan and in the Deferred Compensation Plan.

In addition, we own and operate a corporate jet for use by management for business purposes which is available to our named executive officers for limited non-business use. Use of the corporate aircraft by these executives for non-business use is subject to availability. The executive must pay us all direct operating costs and any additional charges incurred by the executive for any non-business use of the corporate aircraft (no later than at the completion of such non-business use). If the

tax-deferred basis.

actual cost for the non-business use of the corporate aircraft is not paid in full at the completion of the non-business use, such amount is deemed compensation for the requesting executive and reflected on his or her W-2 earnings statement for the year.

The Compensation Committee has determined it is beneficial to offer the above-described ~~fringe~~employee benefits and limited perquisites in order to attract and retain our named executive officers by offering compensation opportunities that are

30UPBOUND GROUP, INC. - 2024 Proxy Statement

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competitive with those offered by ~~similarly-situated~~similarly situated public companies in the retail and consumer finance industry. In determining the total compensation payable to our named executive officers for a given fiscal year, the Compensation Committee will examine such ~~fringe~~employee benefits and perquisites in the context of the total compensation which our named executive officers are eligible to receive. However, ~~given the fact that~~because such ~~fringe~~employee benefits and perquisites ~~which~~that are available to our named executive officers represent a relatively ~~insignificant~~small portion of their total compensation, the availability of such items does not materially influence the decisions made by the Compensation Committee with respect to other elements of the total compensation to which our named executive officers are entitled or awarded.

For a description of the ~~fringe~~employee benefits and perquisites received by our named executive officers in ~~2015,~~2023, please see “–“— All Other Compensation” below.

Compensation” ~~on page 29~~ Process

The Compensation Committee typically begins the process of ~~this proxy statement.~~

determining the amount and mix of total compensation to be paid to our senior executives, including our named executive officers, in December of each year and finalizes the amounts the following February. This enables the Compensation Committee to examine and consider our performance during the previous year in establishing the current year’s compensation. During the Compensation Committee’s annual review of the executive compensation program, the Compensation Committee primarily considers market and Peer Group data (as described below), input provided by the Compensation Committee’s independent compensation consultant and by our Human Resources department, and input of the Chief Executive Officer other than with respect to his own compensation. The Compensation Committee also considers experience, responsibilities, competencies and individual performance.

~~Clawback Policy~~

~~Our Board~~Historically, the Compensation Committee has ~~adopted~~retained annually a compensation ~~recovery (“clawback”) policy which provides that, in the event~~consultant to conduct a formal evaluation of, ~~a restatement of our financial results due to our material noncompliance~~and advise it with any financial reporting requirement under the U.S. federal securities laws, we may seek reimbursement of any portion of incentive compensation paid, vested, or awarded during the three-year period preceding the date on which we are required to prepare such a re-statement, which is in excess of the amount that would have been paid or awarded if calculated based on the restated financial results. Restatements of financial results that are the

direct result of changes in accounting standards will not result in recovery of performance-based or incentive compensation under this policy. This policy is intended to be administered in a manner consistent with any applicable rules, regulations or listing standards adopted by the SEC or The Nasdaq Global Select Market, Inc., as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. We intend to revise our clawback policyrespect to, the ~~extent we deem necessary to comply with such rules, regulations or listing standards.~~

~~Executive Stock Ownership Guidelines~~

~~We believe that~~compensation arrangements for our Chief Executive Officer, ~~should have a meaningful financial stake~~as well as provide guidance with respect to the compensation of our senior executives, including our other named executive officers. For the 2023 fiscal year, the Compensation Committee reviewed the executive compensation analysis conducted by Korn Ferry, which utilized the approved Peer Group (as defined below), pursuant to its engagement by the Compensation Committee to assist the committee with compensation decisions for the 2023 fiscal year.

The Compensation Committee considered executive compensation practices of the following similarly situated public companies (the “Peer Group”) for the purpose of evaluating our 2023 compensation arrangements for our senior executives:

2023 Peer Group
Aaron’s, Inc.	Big Lots Inc.	Brinker International Inc.	Conn’s
FirstCash, Inc.	H&R Block, Inc.	La-Z-Boy Incorporated	OneMain Holdings
Sally Beauty, Inc.	Bread Financial Holdings, Inc.	The Western Union Company	PROG Holdings

The following criteria were considered in the selection of companies for this Peer Group:

•

U.S.-based public companies with a similar business focus as ours, including both consumer finance and retail (particularly home furnishings, appliances and other retail organizations);

•

Companies with annual revenue similar to us (generally 0.5 to 2.0 times our revenue, based on the most recent available financial information at the time of the analysis); and

•

Competitors for executive talent.

In late 2023, the Compensation Committee considered the above criteria in reviewing the Peer Group to be used for 2024 benchmarking purposes and determined to make no changes to the Peer Group.

Certain members of the Compensation Committee have significant professional experience in the retail and consumer finance industry, as well as with respect to the executive compensation practices of large publicly traded companies. This experience provides a frame of reference within which to evaluate our executive compensation program relative to general economic conditions and our progress in achieving our short-term and long-term goals.

As discussed above, the Compensation Committee has engaged Korn Ferry as its independent compensation consultant, and in such role, Korn Ferry provides ongoing advisory services to the Compensation Committee on various aspects of its overall compensation practices.

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Forms of Compensation

The following forms of compensation are currently utilized by the Compensation Committee in compensating our named executive officers:

•

base salary, which is paid in cash;

•

annual incentive compensation, which is paid in cash;

•

long-term incentive compensation, which consists of restricted stock units and performance-based stock units;

•

severance arrangements; and

•

employee benefits, including limited perquisites, with no tax gross-ups (other than for certain relocation-related expenses).

Base Salary

The base salary for each of our named executive officers represents the guaranteed portion of their total compensation and is determined annually by the Compensation Committee. Base salaries help to achieve our goal of maintaining a competitive program that will attract and retain talent needed for our long-term success.

At the beginning of each year, the Compensation Committee considers whether adjustments should be made to the annual base salaries for our named executive officers. During the Compensation Committee’s review of the then-current base salaries, the Compensation Committee primarily considers market data from the Peer Group and published surveys, input provided by our Executive Vice President — Chief Human Resources Officer, input of the Chief Executive Officer (other than with respect to his own base salary), individual performance, our financial performance, the experience, responsibilities and competencies of the named executive officer, and each named executive officer’s compensation in relation to our other executive officers.

In early 2023, based on the consideration of these factors, the Compensation Committee approved the base salaries of our Chief Executive Officer and other named executive officers. The Compensation Committee did not adjust the 2023 base salary for Mr. Fadel. The Compensation Committee determined to increase the base salary for Mr. Blasquez as part of the annual compensation review process in light of his experience, responsibilities, competencies and individual performance, in addition to market data. The base salaries of Messrs. Karam and Gautam were established by the Compensation Committee in connection with their hiring. Mr. Montrone became an executive officer of the Company in February 2023 and his base salary as an executive officer was established by the Committee in connection with his promotion in 2023, as described in the section “Compensation Discussion and Analysis — Executive Changes” below in this proxy statement. The following table sets forth the annual base salaries of the named executive officers for 2023:

Name	2023 Base Salary
Fadel		$	1,100,000
Karam		$	1,000,000
Blasquez		$	450,000
Montrone		$	450,000
Gautam		$	450,000

Annual Cash Incentive Compensation

The Compensation Committee maintains an annual incentive compensation program for our named executive officers that provides for awards in the form of a cash bonus. These cash bonuses provide our named executive officers with financial rewards based upon achievement of specified annual objectives, which the Compensation Committee believes will ultimately increase the value of our Company by aligning our executive compensation with the achievement of annual Company performance objectives, as well as help us attract and retain our named executive officers by providing attractive compensation opportunities.

Under our annual cash incentive program, target cash bonus eligibility is established at a pre-determined percentage of the named executive officer’s base salary, with such percentage amount set in accordance with the named executive officer’s position and responsibilities with us. The ultimate payouts pursuant to our annual cash incentive program for prior year performance are typically approved by the Compensation Committee in February at the same time that all compensation (including base salaries, target annual cash incentive compensation, and target long-term incentive compensation) for our named executive officers for the current year is reviewed and approved. This timing enables the Compensation Committee

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to evaluate the named executive officer’s performance during the prior year, as well as determine performance targets for the new fiscal year in light of the previous year’s performance. Payouts under the plan may range from 0% to 200% of target compensation.

The annual cash incentive program for 2023 included three financial performance metrics focused on annual top line performance and profitability:

•

Adjusted EBITDA — The Compensation Committee included an Adjusted EBITDA target in the annual cash incentive program because it believes Adjusted EBITDA generally represents an accurate indicator of our core financial performance and profitability over a one-year period of time, while excluding the impact of items such as interest, depreciation and stock-based compensation expense, which can vary significantly and other adjustments that are not considered to reflect the performance of our core business operations.

•

Rent-A-Center Segment Revenue — The Compensation Committee included a Rent-A-Center segment revenue target in 2023, which reflects its belief that a portion of the cash bonus opportunity should be based on our top line performance for each primary business segment. In the past due to refranchising transactions or other significant changes in store count, same store sales has been used to measure Rent-A-Center segment top line performance.

•

Acima Segment Revenue — For our Acima segment, the Compensation Committee determined that revenue performance was an appropriate metric for top line performance of this business segment, rather than invoice volumes which are considered to be a leading indicator to future revenues.

The financial performance targets for the 2023 annual cash incentive program were established in February 2023 following a review of our financial projections developed pursuant to our strategic plan and objectives for 2023. In setting the performance targets under the 2023 annual cash incentive program, the Compensation Committee considered the level of actual achievement of the targets for the 2022 annual cash incentive program, the level of the Company’s anticipated investment in its strategic initiatives for 2023, sensitivities for the key business drivers that may impact achievement of the targets and the Compensation Committee’s goal to ensure a rigorous target-setting process. Based upon that ~~his~~review, the Compensation Committee established the following threshold, target and maximum payout achievement levels for each metric in the 2023 annual cash incentive program:

		Metric				Performance Levels
		Adjusted EBITDA(1)				Threshold — Less than $354 million Target — $417 million Maximum — Greater than or equal to $479 million
		Rent-A-Center Segment Revenue				Threshold — Less than $1,813 million Target — $1,888 million Maximum — Greater than or equal to $1,964 million
		Acima Segment Revenue				Threshold — Less than $1,787 million Target — $1,901 million Maximum — Greater than or equal to $2,015 million

(1)

The target cash incentives in 2023 for each of the named executive officers are set forth below:

Officer	2023 Target Cash Incentives as a Percentage of Base Salary
Fadel		135%
Karam		60%
Blasquez		60%
Montrone		60%
Gautam		90%

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In February 2024, the Compensation Committee determined the level of achievement against the targets for purposes of the named executive officers’ 2023 bonus plan. In 2023, the Company’s operating profit was $163 million.

Metric	Weighting (% of total bonus opportunity)	2023 Performance	Percent of 2023 Target Achieved	Payout for 2023 (% of Target)
Adjusted EBITDA(1)	50%	$474 million	113.7%	191%
Rent-A-Center Segment Revenue	25%	$1,864 million	98.7%	68%
Acima Segment Revenue	25%	$1,931 million	101.6%	127%

(1)

Non-GAAP financial measure. See Annex B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure. In reviewing our actual 2023 performance relative to the performance targets, the Compensation Committee determined that it would be appropriate, consistent with past practices, to adjust Adjusted EBITDA to exclude the impact of the annual cash incentive bonus. No other adjustments were made to Adjusted EBITDA.

As a result, our named executive officers in the 2023 annual cash incentive program received a 144% bonus plan payout with respect to the 2023 performance year. Refer to the column “Non-Equity Incentive Plan Compensation” in the table appearing in the section “Compensation Tables — Summary Compensation Table” below in this proxy statement, for additional information.

Long-Term Incentive Compensation

Our equity incentive plans are administered by the Compensation Committee and are designed to enable the Compensation Committee to provide incentive compensation to our employees in the form of stock unit awards, performance-based equity awards, restricted stock and other equity awards. The Compensation Committee believes that awarding our named executive officers non-cash, long-term equity incentive compensation, primarily in the form of long-term incentive awards which may increase or decrease in value depending on the satisfaction by us of pre-determined performance measures and/or an increase or decrease in the value of our common stock, more effectively aligns their interests ~~are aligned~~ with those of our stockholders. ToThe Compensation Committee also believes that ~~end,~~such awards will provide our ~~Board adopted equity ownership guidelines~~named executive officers with an incentive to ~~define our expectations~~remain in their positions with us, because the determination as to whether a particular measure for our ~~Chief Executive Officer. Under these guidelines, our Chief Executive Officer is expected to own shares~~performance and/or an increase in the value of our common stock ~~equal in value~~has been satisfied is typically made over an extended period of time.

Recent long-term incentive awards have been made to ~~5x his annual base salary within five years~~our named executive officers pursuant to the 2021 Plan. Under the terms of the ~~on which such he became Chief Executive Officer (February 1, 2014), taking into account direct~~2021 Plan, awards may be granted at times and ~~indirect~~

~~ownership~~upon vesting and other conditions as determined by the Compensation Committee, and may be made in the form of ~~shares~~restricted stock and ~~share equivalents held in our benefit plans. Restricted~~ stock unit awards, ~~which~~other equity awards, and performance-based equity awards. Stock options have not ~~yet vested are counted toward the ownership requirement. Unexercised stock options are not counted. Currently, Mr. Davis owns shares (including 29,000 shares purchased~~been granted in ~~open market transactions since he became Chief Executive Officer) and unvested~~recent years.

•

Restricted Stock Units — The restricted stock ~~unit awards~~units granted by our Compensation Committee vest ratably over three years. Awards of time-based restricted stock units provide our named executive officers with a minimum level of value while also providing an additional incentive for such individuals to remain in their positions with us.

•

Performance Stock Units — The performance stock units granted by our Compensation Committee cliff vest after three years based on relative TSR performance. Awards of performance-based stock units provide an additional incentive for our named executive officers to remain in their positions with us in order to realize the ~~aggregate~~benefit of such award and also focus them on a performance metric which the Compensation Committee considers beneficial to increasing the long-term value of ~~which is approximately 7.7X his 2015~~our Company.

The Compensation Committee determines the timing of the annual ~~salary.~~

grants of equity awards to our named executive officers as well as the terms and restrictions applicable to such grants. The Compensation Committee approves, generally in February of each year, the annual grant to our executive officers in conjunction with its review and determination of each executive officer’s compensation for the current year. Grants may also be made in connection with commencement of employment or promotions. Annual grants are typically made on the second business day following fourth quarter earnings disclosures.


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The target equity award values in 2023 for each of the named executive officers are set forth below:

Officer	2023 Target Equity Award Values as a Percentage of Base Salary(1)
Fadel		415%
Karam		100%
Blasquez		140%
Montrone		140%
Gautam		90%

(1)

Represents the target annual award values of the performance share units and restricted stock units granted to each executive, reflected as a percentage of each executive’s annual base salary. These award values were converted from dollar values into: (i) a number of performance share units based on the closing price of one share of our common stock on the trading day immediately preceding the grant date multiplied by a discount factor of 0.75 to reflect risk associated with achieving the performance condition to vesting, and (ii) a number of restricted stock units based on the closing price of one share of our common stock on the trading day immediately preceding the grant date. The number of performance share units and restricted stock units resulting from the conversion of the award value to the number of units awarded is rounded to the nearest whole unit, and the award values may differ from the accounting grant date fair value under ASC 718.

The long-term incentive compensation awards for 2023 were comprised of two vehicles, with greater emphasis on the portion of the long-term incentive award which is contingent on relative stock price performance:

2023 LTIP Award Types

		Award Type				Weighting
		Performance Stock Units				70%
		Restricted Stock Units				30%

The Compensation Committee has adopted a relative TSR metric over a three-year measurement period as the vesting condition for grants of performance stock units under our long-term incentive compensation program. The Compensation Committee made this decision to tie the performance of our common stock to executive compensation and because the Compensation Committee believes that a relative measure is a more appropriate basis for measuring long-term performance than an absolute measure. The Compensation Committee also took into consideration the fact that our annual cash incentive program includes an annual Adjusted EBITDA metric. The Compensation Committee selected a three-year period over which to measure relative TSR based upon the time period utilized with respect to awards made by similarly situated public companies in the retail and consumer finance industry, as well as upon its belief that a three-year measurement period was appropriate to place an emphasis on our relative TSR over an extended period of time, as opposed to the single year measure which is utilized in our annual cash incentive program.

The Compensation Committee selected the S&P 1500 Specialty Retail Index as the comparison group for measuring our relative TSR over the applicable measurement period. The Compensation Committee selected this comparison group because it includes many of the Company’s peers, represents the overall retail environment, and, in the determination of the Compensation Committee, was comprised of the companies similar, in terms of operations and scope of operations, to the Company. The Compensation Committee adopted the following payout ranges applicable to the 2023 awards of performance-based restricted stock units:

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Performance Stock Unit Payout Chart
UPBD’s TSR Percentile Rank in the S&P 1500 Specialty Retail Index			Payout
>=	<
90%		100%		200%
80%		90%		175%
70%		80%		150%
60%		70%		125%
50%		60%		100%
40%		50%		75%
30%		40%		50%
25%		30%		25%
0%		25%		0%

See the columns “Stock Awards” and “Option Awards” in the table appearing in the section “Compensation Tables — Summary Compensation Table” and the column “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table appearing in the section “Compensation Tables — Grants of Plan-Based Awards” below in this proxy statement for threshold, target, and maximum amounts payable to our named executive officers under the 2023 grants of performance-based awards.

Payout of 2021 PSUs. In February 2024, the Compensation Committee determined the level of achievement of the minimum TSR condition with respect to the performance-based awards made in 2021, with a three-year measurement period. The Compensation Committee reviewed the Company’s relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the period January 1, 2021 through December 31, 2023, and determined that our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2023, ranked us 37 out of 54 companies in the S&P 1500 Specialty Retail Index, or the 32nd percentile, which resulted in the vesting of 50% of the performance-based restricted stock units that were granted in 2021.

Executive Changes

Mr. Gautam joined the Company in January 2023. Pursuant to Mr. Gautam’s offer letter from the Company, Mr. Gautam’s base salary was set at $450,000 and his annual incentive bonus target opportunity is equal to 90% of his base salary. Mr. Gautam is eligible to participate in the Long Term Incentive Program with a target annual award amount equal to 90% of his base salary. Mr. Gautam also received a signing bonus pursuant to his offer letter of $300,000, two thirds of which was paid in 2023 and the remaining one third of which was paid in 2024. The signing bonus is subject to repayment if Mr. Gautam voluntarily leaves employment with the Company without “Good Reason” as defined in his Executive Transition Agreement or he is terminated for cause, in the full amount that had already been paid in the event of such a termination during the first twelve months of his employment with the Company and as to 75% of the amount that had already been paid in the event of such a termination between the first twelve months and the first 18 months of his employment with the Company. Mr. Gautam also entered into an executive transition agreement as described in the sections “Severance Arrangements” and “Termination of Employment and Change-in-Control Arrangements.” In determining Mr. Gautam’s compensation, including his target annual and long term incentive opportunities and signing bonus, the Compensation Committee considered the responsibilities of the role of Executive Vice President — Chief Technology and Digital Officer, external market data, Mr. Gautam’s experience, the foregone compensation opportunities at his former employer, and internal pay equity.

Mr. Montrone was promoted to Executive Vice President — Acima effective February 20, 2023. In connection with his promotion, Mr. Montrone’s base salary was set at $450,000. Mr. Montrone has an annual incentive bonus target opportunity equal to 60% of his base salary and is eligible to participate in the Long Term Incentive Program with a target annual award amount equal to 140% of his base salary. In connection with Mr. Montrone’s promotion, he also entered into a new executive transition agreement, dated February 20, 2023, as described in the sections “Severance Arrangements” and “Termination of Employment and Change-in-Control Arrangements,” the terms of which are consistent with the executive transition agreements entered into with our other Executive Vice Presidents. In determining Mr. Montrone’s compensation, the Compensation Committee took into account the increased responsibilities of the role of Executive Vice President — Acima, Mr. Montrone’s experience, internal pay equity and external market data.

Say-on-Pay Results

In June 2023, we held a stockholder advisory vote on the compensation of our named executive officers, referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with approximately 99% of

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the shares of common stock present and entitled to vote thereon cast in favor of our proposal. As noted above, our Compensation Committee believed this strong support expressed by our stockholders indicated a general endorsement of our compensation philosophy and pay-for-performance culture. Accordingly, the compensation decisions for the remaining 2023 fiscal year and early 2024 compensation decisions were made keeping in mind this support. As a result, our Compensation Committee retained the same overall executive compensation structure, with an emphasis on short- and long-term incentive compensation that aligns our executives with value creation for our stockholders.

Termination of Employment and Change-in-Control Arrangements

Arrangements with Mr. Fadel

Disability or Death

Pursuant to Mr. Fadel’s employment agreement, if we terminate Mr. Fadel’s employment due to his disability or death, Mr. Fadel will be entitled to receive:

•

unpaid but earned base salary through the date of termination;

•

a pro rata bonus calculated based upon Mr. Fadel’s bonus amount from the previous year; and

•

continued health insurance coverage for Mr. Fadel and Mr. Fadel’s spouse and covered dependents for up to 24 months.

For Cause

If we terminate Mr. Fadel’s employment for “cause,” or if Mr. Fadel terminates his employment with us for any reason other than death, disability or “good reason,” Mr. Fadel will be entitled to receive his unpaid but earned base salary through the date of termination (reduced by amounts, if any, owed by Mr. Fadel to us or our affiliates).

Without Cause/For Good Reason

If Mr. Fadel’s employment is terminated by us without “cause” (as defined in the employment agreement) or by Mr. Fadel for “good reason,” Mr. Fadel will be entitled to receive:

•

unpaid but earned base salary through the date of termination;

•

a pro rata bonus calculated based upon Mr. Fadel’s bonus amount from the previous year;

•

2.0x the sum of Mr. Fadel’s (x) highest annual rate of salary during the previous 24 months and (y) his target cash bonus amount for the calendar year in which the termination occurs, payable in equal monthly installments over a period of 24 months; and

•

continued health insurance coverage for Mr. Fadel and Mr. Fadel’s spouse and covered dependents for up to 24 months.

Change-in-Control

If we terminate Mr. Fadel’s employment without “cause” or if Mr. Fadel terminates his employment for “good reason,” within the period beginning six months prior to a change in control or, if such change in control results in a person beneficially owning 40% or more of the voting power of the Company or is pursuant to a consolidation, merger or reorganization (subject to certain exceptions), beginning on the date of the definitive agreement pursuant to which the change in control is consummated and ending on the first anniversary of the date of the change in control, then Mr. Fadel will be entitled to receive in a lump sum the same aggregate severance payments and benefits as described above for a termination not in connection with a change in control.

Certain Other Provisions

The Compensation Committee or the Board may condition the payment of severance or benefits on the execution and delivery by Mr. Fadel of a general release in favor of us, our affiliates and our officers, directors, and employees, provided that no such release will be required for the payment to Mr. Fadel of accrued compensation.

If payments would subject Mr. Fadel to excise tax under Section ~~162(m)~~

~~In general, Section 162(m)~~4999 of the Internal Revenue Code imposes a $1,000,000 limit on the amount of compensation we can deduct in any year with respect to our Chief Executive Officer, Chief Financial Officer, and each of our three other most highly compensated executive officers. The limit does not apply to so-called “performance-based compensation,” which includes compensation attributable to stock options and performance-based restricted stock awards granted pursuant to the 2006 Plan(the “Code”), or the ~~Equity Plan. The Compensation Committee believes that our executive compensation~~Company would be denied a deduction ~~for 2015~~under Section 280G of the Code, then the amounts otherwise payable to Mr. Fadel will be reduced by the minimum amount necessary to ensure Mr. Fadel will not be ~~materially affected by the Section 162(m) limitations.~~

~~Summary of Compensation~~

The following table summarizes the compensation earned by our “named executive officers” in 2015, as well as the compensation earned by such individuals in each of 2014 and 2013, if serving as an executive officer during that time. For 2015, our “named executive officers” consisted of our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers, and one additional individual for whom disclosure would have been required but for the fact that such individual was not serving as an executive officer at December 31, 2015. The table specifically identifies the dollar value of compensation related to 2015, 2014 and 2013 paidsubject to such ~~named executive officers in~~excise tax and the ~~form of:~~

~~base salary, paid in cash;~~Company will not be denied any such deduction.

~~stock awards, comprised of awards of restricted stock relating to the 2015, 2014 and 2013 fiscal years;~~

~~option awards, comprised of awards of options during the 2015, 2014 and 2013 fiscal years and identified based upon the aggregate fair value in dollars of such award;~~

~~non-equity plan incentive plan compensation, listing the aggregate dollar value of the awards paid to our named executive officers; and~~

~~all other compensation, which includes amounts paid by us to the named executive officers as matching contributions under our Deferred Compensation Plan and insurance premiums.~~

~~Our named executive officers were not entitled to receive payments which would be characterized as “Bonus” payments for purposes of the Summary Compensation Table for 2015, 2014 and 2013.~~

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~~Summary Compensation Table~~

Name and Principal Position    Year    Salary    Stock
Awards⁽¹⁾    Option
Awards⁽¹⁾    Non-Equity
Incentive Plan
Compensation⁽²⁾    All Other
Compensation⁽³⁾    Total
Robert D. Davis
    Chief Executive Officer
   2015       $     772,500       $     2,640,816       $     386,253       $     289,688       $     36,790       $     4,126,047
   2014       $ 750,000       $ 1,232,214       $ 543,156       $ 262,038       $ 27,643       $ 2,815,051
   2013       $ 469,035       $ 341,810       $ 133,908       $ 25,797       $ 25,182       $ 995,732
Mitchell E. Fadel⁽⁴⁾
    President and Chief
    Operating Officer
   2015       $ 433,028       $ 1,492,098       $ 218,242       $ N/A       $ 22,932       $ 2,166,300
   2014       $ 642,057       $ 791,151       $ 348,736       $ 178,171       $ 30,068       $ 1,990,183
   2013       $ 623,356       $ 681,453       $ 266,854       $ 46,752       $ 40,527       $ 1,658,942
Guy J. Constant
   2015       $ 491,720       $ 872,881       $ 129,683       $ 101,417       $ 14,483       $ 1,610,184
    Executive Vice President –
    Chief Financial Officer
   2014       $ 475,000       $ 395,669       $ 63,300       $ 52,701       $ 9,877       $ 996,547
Christopher A. Korst
    Executive Vice President –
    CAO & General Counsel
   2015       $ 417,789       $ 485,665       $ 71,033       $ 78,336       $ 28,290       $ 1,081,113
   2014       $ 405,620       $ 249,915       $ 76,630       $ 75,040       $ 24,813       $ 832,018
   2013       $ 393,806       $ 215,257       $ 84,327       $ 19,690       $ 28,214       $ 741,294
Joel M. Mussat⁽⁵⁾
   2015       $ 370,800       $ 431,002       $ 63,038       $ 69,525       $ 24,695       $ 959,060
    Executive Vice President –
    Chief Omnichannel Officer
   2014       $ 360,000       $ 221,810       $ 68,011       $ 66,600       $ 19,604       $ 736,025

Charles J. White
    Executive Vice President – Domestic RTO
   2015       $ 336,600       $ 390,885       $ 57,785       $ 90,882       $ 14,900       $ 891,052

~~(1)~~

The amounts reflected in this column are the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for each award of stock options or restricted stock in 2015, 2014 and 2013 to the applicable named executive officer. Assumptions used in the calculation of these amounts are included in Note M to our audited financial statements for our fiscal year ended December 31, 2015, included in our Annual Report on Form 10-K filed with the SEC on February 29, 2016, and our Annual Reports on Form 10-K for prior years.

~~(2)~~

~~Represents the cash bonuses which were payable under our annual cash incentive program with respect to services for the year indicated.~~

~~(3)~~

~~For 2015, represents the compensation as described in the “All Other Compensation” table below.~~

~~(4)~~

~~Mr. Fadel resigned from the Company effective as of August 28, 2015.~~

~~(5)~~

~~Mr. Mussat resigned from the Company effective as of January 8, 2016.~~


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~~All Other Compensation~~

~~The following table provides information regarding each component of compensation for 2015 included in the All Other Compensation column in the Summary Compensation Table above.~~

Name    Company Matching
Contributions⁽¹⁾      Value of Insurance
Premiums⁽²⁾      Other⁽³⁾      Total
Robert D. Davis
   $ 20,613         $                     10,988         $                     5,189         $                     36,790
Mitchell E. Fadel
   $                     12,399         $ 4,779         $ 5,754         $ 22,932
Guy J. Constant
   $ 0         $ 9,525         $ 4,958         $ 14,483
Christopher A. Korst
   $ 9,815         $ 9,448         $ 9,027         $ 28,290
Joel M. Mussat
   $ 8,711         $ 9,396         $ 6,588         $ 24,695
Charles J. White
   $ 8,128         $ 1,621         $ 5,151         $ 14,900

~~(1)~~

~~Represents contributions or other allocations made by us to our Deferred Compensation Plan.~~

~~(2)~~

~~Represents premiums paid by the company for medical, dental, vision, dental, long-term disability and life insurance.~~

~~(3)~~

~~Represents deemed compensation related to incentive travel award, fees paid by us for an annual executive physical examination, and premiums paid by RAC for group term life.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		29

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Grants of Plan-Based Awards~~

The table below sets forth information about plan-based awards granted to the named executive officers during 2015 under the 2015 annual cash incentive program and the 2006 Plan or the Equity Plan, as applicable.

Grant
Date Date of
Compen-
sation
Committee Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards⁽¹⁾ Estimated Future
Payouts Under
Equity Incentive Plan
Awards⁽²⁾ All Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units⁽³⁾ All Other
Option
Awards:
Number of
Securities
Underlying
Options⁽⁴⁾ Exercise
or Base
Price of
Option
Award⁽⁵⁾ Closing
Price
on
Grant
Date Grant
Date Fair
Value of
Stock and
Option
Award
Name Threshold Target Maximum Threshold Target Maximum
Robert D. Davis
Short-Term Incentive N/A    1/30/15    $ 154,500    $ 772,500    $ 1,545,000    –    –    –    –    –    –    –    –
Restricted Stock Units 2/06/15    1/30/15    –    –    –    –    –    –    13,179    –    –    $ 29.54    $ 386,276
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    43,904    87,808    –    –    –    $ 29.54    $ 1,276,289
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    26,357    52,714    –    –    –    $ 29.54    $ 695,561
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    13,179    26,358    –    –    –    $ 29.54    $ 282,690
Stock Options 2/06/15    1/30/15    –    –    –    –    –    –    –    41,984    $ 29.31    $ 29.54    $ 386,253
Mitchell E. Fadel
Short-Term Incentive N/A    1/30/15    $ 99,198    $ 495,989    $ 991,978    –    –    –    –    –    –    –    –
Restricted Stock Units 2/06/15    1/30/15    –    –    –    –    –    –    7,446    –    –    $ 29.54    $ 218,242
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    24,807    49,614    –    –    –    $ 29.54    $ 721,139
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    14,892    29,784    –    –    –    $ 29.54    $ 393,000
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    7,446    14,892    –    –    –    $ 29.54    $ 159,717
Stock Options 2/06/15    1/30/15    –    –    –    –    –    –    –    23,722    $ 29.31    $ 29.54    $ 218,242
Guy J. Constant
Short-Term Incentive N/A    1/30/15    $ 54,089    $ 270,446    $ 540,892    –    –    –    –    –    –    –    –
Restricted Stock Units 2/06/15    1/30/15    –    –    –    –    –    –    4,425    –    –    $ 29.54    $ 129,697
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    14,427    28,854    –    –    –    $ 29.54    $ 419,393
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    8,724    17,448    –    –    –    $ 29.54    $ 230,226
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    4,362    8,724    –    –    –    $ 29.54    $ 93,565
Stock Options 2/06/15    1/30/15    –    –    –    –    –    –    –    14,096    $ 29.31    $ 29.54    $ 129,683
Christopher A. Korst
Short-Term Incentive N/A    1/30/15    $ 41,779    $ 208,895    $ 417,790    –    –    –    –    –    –    –    –
Restricted Stock Units 2/06/15    1/30/15    –    –    –    –    –    –    2,424    –    –    $ 29.54    $ 71,047
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    8,074    16,148    –    –    –    $ 29.54    $ 234,711
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    4,847    9,694    –    –    –    $ 29.54    $ 127,912
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    2,424    4,848    –    –    –    $ 29.54    $ 51,995
Stock Options 2/06/15    1/30/15    –    –    –    –    –    –    –    7,721    $ 29.31    $ 29.54    $ 71,033
Joel M. Mussat
Short-Term Incentive N/A    1/30/15    $ 37,080    $ 185,400    $ 370,800    –    –    –    –    –    –    –    –
Restricted Stock Units 2/06/15    1/30/15    –    –    –    –    –    –    2,151    –    –    $ 29.54    $ 63,046
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    7,165    14,330    –    –    –    $ 29.54    $ 208,287
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    4,302    8,604    –    –    –    $ 29.54    $ 113,530
Performance Stock Units 2/06/15    1/30/15    –    –    –    0    2,151    4,302    –    –    –    $ 29.54    $ 46,139
Stock Options 2/06/15    1/30/15    –    –    –    –    –    –    –    6,852    $ 29.31    $ 29.54    $ 63,038


	30			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Grants of Plan-Based Awards, cont.~~

~~(1)~~

These columns show the potential value of the payout of the annual cash incentive bonuses for 2015 performance for each named executive officer if the threshold, target and maximum performance levels are achieved. The potential payout is performance-based and driven by company and individual performance. The actual amount of the annual cash incentive bonuses paid for 2015 performance is shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

~~(2)~~

Represents restricted stock units which vest depending on our relative TSR performance over a certain measurement period as compared to the S&P 1500 Specialty Retail Index and the named executive officer remains an employee through the end of such measurement period. The issuance of the stock underlying the performance-based restricted stock units granted to our named executive officers will range from a minimum of zero shares if our relative TSR performance is below the 25th percentile, to the maximum number of shares if our relative TSR performance ranks at least the 90th percentile.

~~(3)~~

~~Represents restricted stock units which vest upon completion of three-years of continuous employment with us from February 6, 2015.~~

~~(4)~~

~~Represents options to purchase shares of our common stock which vest ratably over a four-year period.~~

~~(5)~~

Calculated by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on the last trading day before the date of grant as reported on the Nasdaq Global Select Market, in accordance with the applicable plan.

~~Outstanding Equity Awards at Fiscal Year End~~

~~The following table provides information regarding stock options and restricted stock units held by the named executive officers that were outstanding at December 31, 2015.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		31

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Outstanding Equity Awards at Fiscal Year End, cont.~~

      Option Awards    Stock Awards
   Number of
Securities
Underlying
Unexercised
Options -
Exercisable    Number of
Securities
Underlying
Unexercised
Options -
Unexercisable Option
Exercise
Price    Option
Expiration
Date    Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested⁽¹⁾
Guy J. Constant
   2,500       7,500 ⁽⁶⁾ $ 28.68       7/1/2024       4,141 ⁽¹⁶⁾ $ 61,991
      14,096 ⁽⁵⁾ $ 29.31       2/6/2025       4,425 ⁽¹⁰⁾ $ 66,242
            11,042 ⁽¹²⁾ $ 165,299
            14,427 ⁽¹³⁾ $ 215,972
            8,724 ⁽¹⁴⁾ $ 130,598
            4,362 ⁽¹⁵⁾ $ 65,299
Christopher A. Korst
   2,425       $ 28.81       1/31/2017       2,124 ⁽⁸⁾ $ 31,796
   2,500       $ 14.52       1/2/2018       3,039 ⁽⁹⁾ $ 45,494
   2,267       $ 15.26       1/30/2018       2,424 ⁽¹⁰⁾ $ 36,287
   9,600       $ 15.37       1/30/2019       4,530 ⁽¹¹⁾ $ 67,814
   6,656       $ 19.70       1/29/2020       8,103 ⁽¹²⁾ $ 121,302
   6,734       $ 29.91       1/31/2021       8,074 ⁽¹³⁾ $ 120,868
   5,558       1,853 ⁽²⁾ $ 37.19       1/31/2022       4,847 ⁽¹⁴⁾ $ 72,560
   4,653       4,652 ⁽³⁾ $ 34.77       1/31/2023       2,424 ⁽¹⁵⁾ $ 36,287
   3,568       10,702 ⁽⁴⁾ $ 25.03       1/31/2024
      7,721 ⁽⁵⁾ $ 29.31       2/6/2025
Joel M. Mussat
   520       $ 28.81       1/31/2017       1,734 ⁽⁸⁾ $ 25,958
   2,855       $ 29.91       1/31/2021       2,697 ⁽⁹⁾ $ 40,374
   7,500       $ 27.45       10/3/2021       2,151 ⁽¹⁰⁾ $ 32,200
   4,530       1,510 ⁽²⁾ $ 37.19       1/31/2022       3,826 ⁽¹¹⁾ $ 57,275
   3,800       3,799 ⁽³⁾ $ 34.77       1/31/2023       7,192 ⁽¹²⁾ $ 107,664
   3,166       9,499 ⁽⁴⁾ $ 25.03       1/31/2024       7,165 ⁽¹³⁾ $ 107,260
      6,852 ⁽⁵⁾ $ 29.31       2/6/2025       4,302 ⁽¹⁴⁾ $ 64,401
            2,151 ⁽¹⁵⁾ $ 32,200
Charles J. White
   389       $ 15.26       1/30/2018       1,284 ⁽⁸⁾ $ 19,221
   1,395       $ 15.37       1/30/2019       2,473 ⁽⁹⁾ $ 37,021
   1,915       $ 19.70       1/29/2020       1,972 ⁽¹⁰⁾ $ 29,521
   2,492       $ 29.91       1/31/2021       2,739 ⁽¹¹⁾ $ 41,003
   3,322       1,107 ⁽²⁾ $ 37.19       1/31/2022       6,593 ⁽¹²⁾ $ 98,697
   2,813       2,813 ⁽³⁾ $ 34.77       1/31/2023       6,472 ⁽¹³⁾ $ 96,886
   2,500       7,500 ⁽⁷⁾ $ 33.34       1/2/2024       3,905 ⁽¹⁴⁾ $ 58,458
   2,902       8,707 ⁽⁴⁾ $ 25.03       1/31/2024       1,953 ⁽¹⁵⁾ $ 29,236
      6,281 ⁽⁵⁾ $ 29.31       2/6/2025

~~(1)~~

~~Calculated by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015 which was $14.97.~~

~~(2)~~

~~These options to purchase shares of our common stock vested on January 31, 2016.~~

~~(3)~~

~~These options to purchase shares of our common stock vest in equal parts on each of January 31, 2016 and January 31, 2017.~~

~~(4)~~

~~These options to purchase shares of our common stock vest in equal parts on each of January 31, 2016, January 31, 2017 and January 31, 2018.~~

~~(5)~~

~~These options to purchase shares of our common stock vest in equal parts on each of January 31, 2016, January 31, 2017, January 31, 2018 and January 31, 2018.~~

~~(6)~~

~~These options to purchase shares of our common stock vest in equal parts on each of July 1, 2016, July 1, 2017, and July 1, 2018.~~

~~(7)~~

~~These options to purchase shares of our common stock vest in equal parts on each of January 2, 2016, January 2, 2017, and January 2, 2018.~~

~~(8)~~

Represents the number of shares of our common stock that will vest and become issuable pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from January 31, 2013. These shares vested on January 31, 2016.

~~(9)~~

~~(10)~~


	32			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~(11)~~

Represents the number of shares of our common stock that will vest and become issuable pursuant to the performance-based restricted stock unit awards upon our achievement of a three-year EBITDA target of $1.593 billion for the three-year period ending December 31, 2015, and the named executive officer remains an employee through December 31, 2015. Aggregate EBITDA for the fiscal years ended December 31, 2013, 2014, and 2015 was ($309.8) million, determined in accordance with the terms of the performance-based award, which resulted in no shares vesting.

~~(12)~~

Represents the number of shares of our common stock that will vest and become issuable pursuant to the performance-based restricted stock unit awards upon our achievement of a three-year EBITDA target of $1.203 billion for the three-year period ending December 31, 2016 and the named executive officer remains an employee through December 31, 2016. EBITDA for the fiscal years ended December 31, 2014 and 2015 was ($643.8) million, determined in accordance with the terms of the performance-based award.

~~(13)~~

~~(14)~~

~~(15)~~

Represents the number of shares of our common stock that will vest and become issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the one-year period ending December 31, 2015, and the named executive officer remains an employee through December 31, 2015. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the one-year period ending December 31, 2015, ranked below the 25th percentile, which resulted in no shares vesting.

~~(16)~~

Represents the number of shares of our common stock that will vest and become issuable on January 31, 2017, pursuant to a time-based restricted stock unit award made in connection with the commencement of Mr. Constant’s employment.

~~Option Exercises and Stock Vested~~

The following table reflects certain information with respect to options exercised by our named executive officers during the 2015 fiscal year, as well as applicable stock awards that vested, during the 2015 fiscal year:

      Option Awards    Stock Awards
   Number of Shares
Acquired on Exercise    Value Realized
on Exercise    Number of Shares
Acquired on Vesting    Value Realized
on Vesting
Robert D. Davis
   –       –       3,003       $ 102,943
Mitchell E. Fadel
   –       –       5,085       $ 174,314
Guy J. Constant
   –       –       –       –
Christopher A. Korst
   –       –       1,931       $ 66,195
Joel M. Mussat
   –       –       1,574       $ 53,957
Charles J. White
   –       –       1,154       $ 39,559

~~Nonqualified Deferred Compensation~~

~~The Rent-A-Center, Inc. Deferred Compensation Plan~~

Mr. Fadel is an unfunded, nonqualified deferred compensation plan for a select group of our key management personnel and highly compensated employees. The Deferred Compensation Plan first became available to eligible employees in July 2007, with deferral elections taking effect as of August 3, 2007. The Deferred Compensation Plan allows participants to defer up to 50% of their base compensation and up to 100% of any bonus compensation. Participants may invest the amounts deferred in measurement funds that are the same funds offered as the investment options in our 401(k) Retirement Savings Plan. We may make discretionary

~~contributions to the Deferred Compensation Plan, which are~~also subject to a ~~three-year graded vesting schedule based on~~Loyalty and Confidentiality Agreement which provides non-competition and non-solicitation provisions for the ~~participant’s~~benefit of the Company that remain in effect during the period of employment and an additional period of two years thereafter.

Continued Vesting of Certain Equity-Based Awards

We entered into a letter agreement with Mr. Fadel in April 2024 to support his retention and, in recognition of his more than 30 years of service with ~~us. For 2015, we made matching contributions~~the Company, to specify the treatment of certain of his equity-based awards in the ~~Deferred Compensation Plan~~event of ~~50%~~his termination of employment. The letter agreement provides that Mr. Fadel’s equity-based awards granted on or before March 31, 2025 with respect to which he has remained employed with the Company through the first anniversary of the ~~employee’s contribution~~applicable grant date will continue to vest as set forth in the applicable award agreement following any termination of his employment (other than for cause) after March 31, 2025, unless the applicable award agreement provides full accelerated vesting for his termination event. Under this treatment, performance stock units will remain subject to performance objectives and stock options will remain exercisable through their remaining term, each as set forth in the applicable award agreement. This treatment also applies to a termination of employment by the Company without cause, subject to the ~~plan up~~conditions in Mr. Fadel’s employment agreement, including the execution and delivery by Mr. Fadel of a general release in favor of us. The affected equity-based awards will otherwise remain subject to an amount not to exceed 4% of such employee’s compensation, which is the same matching policy as under our 401(k) Retirement Savings Plan. We are obligated to pay the deferred compensation amounts in the future in accordance with the terms and conditions of the ~~Deferred Compensation Plan.~~

plan and award agreement pursuant to which such award was granted. This treatment will not apply to any equity-based awards granted to Mr. Fadel after March 31, 2025.

Arrangements with Named Executive Officers Other Than Mr. Fadel


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		33

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~The following table provides information for the named executive officers regarding contributions, earnings and balances for our Deferred Compensation Plan.~~

Name
Executive
Contributions
in Last FY

Registrant
Contributions
in Last FY⁽²⁾

Aggregate
Earnings
in Last FY
Aggregate
Withdrawals/
Distributions
Aggregate
Balance
at Last FYE⁽³⁾

Robert D. Davis
   $         141,495       $         20,613       $         (1,103 ) $                   0       $         829,509
Mitchell E. Fadel
   $ 24,798       $ 12,399       $ (11 ) $ 0       $ 197,957
Guy J. Constant⁽¹⁾
   –       –       –    –       –
Christopher A. Korst
   $ 49,072       $ 9,815       $ (580 ) $ 0       $ 331,834
Joel M. Mussat
   $ 73,786       $ 8,711       $ (9,237 ) $ 0       $ 530,037
Charles J. White
   $ 50,705       $ 8,128       $ (5,004 ) $ 0       $ 315,683

~~(1)~~

~~At his election, does not participate in our Deferred Compensation Plan.~~

~~(2)~~

Represents matching contributions or other allocations made by us under our Deferred Compensation Plan which amount was also reported as compensation in the “Summary Compensation Table” on page 28 of this proxy.

~~(3)~~

Of these amounts, the following aggregate amounts are included in the Summary Compensation Table above (as fiscal 2013, 2014 or 2015 compensation, as applicable) for each Named Executive Officer: Mr. Davis – $318,843; Mr. Fadel – $93,976; Mr. Korst – $128,576; Mr. Mussat – $148,844; and Mr. White – $50,705.

~~Termination of Employment and Change-in-Control Arrangements~~

~~Severance Arrangements~~

We have ~~entered into~~in place executive transition agreements with each of our named executive ~~officers.~~officers who are current executive officers other than Mr. Fadel, whose agreement is described above. Each executive transition agreement has ~~substantially identical~~similar terms and is intended to provide certain payments and benefits upon an involuntary termination of the named executive officer’s employment or the occurrence of certain other circumstances that may affect the named executive officer.

Termination Not in Conjunction with a Change in ~~Control.~~ Control

Without Cause

If the named executive officer’s employment is terminated without “cause,” the named executive officer will be entitled to receive:

•

unpaid but earned base salary through the date of such termination;

•

unless such termination occurs prior to April 1, a pro rata bonus calculated based upon the annual bonus the named executive ~~officer’s~~officer would have earned for the calendar year of termination, as determined in the Company’s sole discretion and paid in a lump sum in cash in the normal course upon the Company’s completion of annual bonus calculations (such amount, ~~from~~ the ~~previous year;~~“Pro Rata Bonus”);

~~one and one half times the sum of~~

•

1.5x the named executive officer’s highest annual rate of salary during the ~~previous~~ 24 months ~~and the named executive officer’s~~preceding such termination (and, for Mr. Blasquez, his average annual bonus for the two preceding calendar ~~years;~~years), payable in equal monthly or more frequent installments by no later than the second December 31 following the calendar year of such termination; and

•

continued health insurance coverage for the named executive officer and the named executive officer’s spouse and covered dependents for up to 18 months.

Disability or Death

If the named executive officer’s employment is terminated due to disability or death, the named executive officer will be entitled to receive:

•

unpaid but earned base salary through the date of termination;

~~a pro rata bonus calculated based upon~~

•

the Pro Rata Bonus applicable to such named executive ~~officer’s bonus amount from the previous year;~~officer; and

•

continued health insurance coverage for the named executive officer and the named executive officer’s spouse and covered dependents for up to 12 months.

For Cause

If the named executive officer’s employment is terminated for “cause” or if the named executive officer terminates his or her employment for any reason other than disability or death, the named executive officer will be entitled to receive his or

38UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

her unpaid but earned base salary through the date of termination (reduced by amounts, if any, owed by the named executive officer to us or our affiliates).

Certain Other Provisions

The Compensation Committee or the Board may condition the payment of severance or benefits on the execution and delivery by the named executive officer of a general release in favor of us, our affiliates and our officers, directors, and employees, provided that no such release will be required for the payment to the named executive officer of accrued compensation.

If payments would subject the named executive officer to excise tax under Section 4999 of the Code, or the Company would be denied a deduction under Section 280G of the Code, then the amounts otherwise payable to the named executive officer will be reduced by the minimum amount necessary to ensure the named executive officer will not be subject to such excise tax and the Company will not be denied any such deduction.

Loyalty and Confidentiality Agreements executed in connection with our executive transition agreements provide noncompetition and non-solicitation provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of one-and-a-half to two years thereafter.

Termination in Conjunction ~~With~~with a Change ~~In Control.~~ in Control

If the named executive officer’s employment is terminated within the period beginning six months prior to a change in ~~conjunction with~~control and ending 24 months following a change in control of us without “cause” or by the named executive officer for “good reason,” the named executive officer will be entitled to receive the ~~same~~ severance payments and benefits as described ~~above (not in connection with a change in control) with respect~~below:

•

unpaid but earned base salary through the date of termination;

•

the Pro Rata Bonus applicable to ~~a termination without “cause,” except that the~~such named executive ~~officer will be entitled to receive two times the sum of~~officer;

•

2.0x the named executive officer’s highest annual rate of salary during the ~~previous~~ 24 months ~~and the named executive officer’s~~preceding such termination (and, for Mr. Blasquez, his average annual bonus for the two preceding calendar ~~years, rather than one~~years), payable in a lump sum in cash within 10 business days following the later of such termination or the change in control; and ~~one half times such amount, and the named executive officer will be entitled to~~

•

continued health insurance coverage for the named executive officer and the named executive officer’s spouse and covered dependents for an extended period of up to ~~two years, rather than 18~~24 months.

If the named executive officer’s employment is terminated in connection with a change in control due to disability or death, or for “cause” or without “good reason,” the named executive officer will be entitled to receive the same severance payments and benefits as described above (not in connection with a change in control) with respect to a termination due to disability or death or for “cause,” respectively.

Under each of the executive transition agreements, ~~the term~~a “change in control” would generally ~~means the occurrence of~~occur upon any of the ~~following after September 14, 2006:~~

following:

•

any person becomes the beneficial owner of 40% or more of the combined voting power of our then outstanding voting securities;


	34			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

•

a consolidation, merger or reorganization of us, unless (i) our stockholders immediately prior to such transaction own at least a majority of the voting power of the outstanding voting securities of the resulting entity, (ii) the members of our Board immediately prior to the execution of the agreement providing for such a transaction constitute a majority of the board of directors of the surviving corporation or of its majority stockholder, and (iii) no person beneficially owns more than 40% of the combined voting power of the then outstanding voting securities of the surviving corporation ~~(other~~other than a person who is (a) us or a subsidiary of us, (b) an employee benefit plan maintained by us, the surviving corporation or any subsidiary, or (c) the beneficial owner of 40% or more of the

combined voting power of our outstanding voting securities immediately prior to such transaction;

~~combined voting power of our outstanding voting securities immediately prior to such transaction;~~

•

individuals who ~~as of September 14, 2006,~~ constitute our entire Board (the “Incumbent Board”) cease to constitute a majority of our Board, provided that anyone who ~~later~~ becomes a director and whose appointment or nomination for election was approved by at least two-thirds of our directors at the time shall be considered as though such individual were a member of ~~our~~the Incumbent Board; or

•

a complete liquidation or dissolution of us, or a sale or other disposition of all or substantially all of our assets (other than to an entity described in the second bullet point above).

UPBOUND GROUP, INC. - 2024 Proxy Statement39

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COMPENSATION DISCUSSION AND ANALYSIS

Loyalty and Confidentiality Agreements executed in connection with our executive transition agreements provide non-competition and non-solicitation provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of one-and-a-half to two years thereafter.

Arrangements with Respect to Long-Term Incentive Plans

~~Awards~~ RSUs

Pursuant to restricted stock unit award agreements under the ~~2006~~2021 Plan, if the award holder’s employment with us is terminated because of death or disability, then any unvested restricted stock units will vest on the date of such termination of employment. In addition, upon the termination of the award holder’s employment or other service with us for any reason other than disability or death or a change-in-control, any unvested restricted stock units will thereupon terminate and be canceled.

PSUs

Pursuant to performance stock unit award agreements under the ~~Equity~~2021 Plan,. if the award holder’s employment with us is terminated because of death or disability, then any unvested performance stock units will vest on a pro-rata basis at target (as determined by the Compensation Committee) on the date of such termination of employment. In addition, upon the termination of the award holder’s employment or other service with us for any reason other than disability or death or a change-in-control, any unvested performance stock units will thereupon terminate and be canceled.

Options

Pursuant to stock option agreements under the ~~2006 Plan and the Equity~~2021 Plan, if the ~~individual’s~~award holder’s employment with us is terminated because of death or disability, any options that are vested and exercisable on the date of termination will remain exercisable for 12 months thereafter, but not beyond the term of the agreement. If the ~~individual’s~~award holder’s employment is terminated by us for “cause,” then the options (whether or not then vested and exercisable) will immediately terminate and cease to be exercisable. If the ~~individual’s~~award holder’s employment with us is terminated for any other reason, any options that are vested and exercisable as of the date of termination will remain exercisable for three months thereafter, but not beyond the term of the agreement.

~~Pursuant to the 2006~~

“Double Trigger” Change-in-Control Provisions

The 2021 Plan and the Equity Plan, each holder of an option to purchase shares of our common stock may exercise such option immediately prior to an “exchange transaction,” regardless of whether currently vested, and any outstanding options not exercised before the exchange transaction shall terminate. However, if, as part of an exchange transaction, our stockholders receive capital stock of another corporation in exchangeprovides for our common stock, and if our Board so directs, then all outstanding options shall be converted into options to purchase shares of such stock, with the amount and price to be determined by adjusting the amount and price of the options granted under the 2006 Plan or the Equity Plan, as applicable, on the same basis as the determination of the number of shares of exchange stock the holders of our outstanding common stock are entitled to receive in the exchange transaction. In addition, unless our Board determines otherwise, the vesting conditions with respect to the converted options shall be substantially the same as those set forth in the original option agreement. The Board may accelerate thedouble-trigger vesting of ~~stock~~ awards ~~and other awards, provide for cash settlement of and/or make such other adjustments to any outstanding award as it deems appropriate in the context of an exchange transaction.~~

~~Under the 2006 Plan and the Equity Plan, the term “exchange transaction” means~~upon a merger (other than in which the holders of our common stock immediately prior thereto have the same proportionate ownership of common stock in the surviving corporation immediately thereafter), consolidation, acquisition or disposition of property or stock, separation, reorganization (other than a reincorporation or the creation of a holding company), liquidation of us or any other similar transaction or event so designated by our Board, as a result of which our stockholders receive cash, stock or other property in exchange for orqualifying termination in connection with ~~their shares of our common stock.~~

~~Pursuant to stock compensation agreements under the 2006 Plan and the Equity Plan, if the individual’s employment with us is terminated because of death or disability, or there is~~ a change in ~~ownership~~control. If an award holder’s employment or other service is terminated by the Company or any successor entity thereto without “cause” or by the award holder for “good reason” (as each such term is defined in the applicable award agreement or an award holder’s executive transition agreement or employment agreement, if applicable) upon or within two (2) years after a “change in control” (as defined in the 2021 Plan), (1) each award granted to such award holder prior to such change in control will become fully vested (including the lapsing of ~~us, then any unvested restricted stock units will vest on~~all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment or ~~immediately prior~~other service, and (2) any shares deliverable pursuant to ~~the consummation~~stock units will be delivered promptly (but no later than fifteen (15) days) following such termination.

As of the change in ~~ownership~~control date, any outstanding performance-based awards will be deemed earned at the greater of ~~us, as~~ the ~~case may be. However, any unvested restricted stock units do not vest by reason of a~~target level and the actual performance level through the change in ~~ownership unless~~control date for all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the ~~individual remains continuously employed by us until such~~ change in ~~ownership is complete~~ control in accordance with the original vesting and/or performance period and subject to the ~~individual’s employment is sooner terminated by us~~provisions of clause (1) in ~~connection with such change~~the paragraph above.

Under the 2021 Plan, a “change in ~~ownership. In addition, upon~~control” means the ~~termination~~occurrence of any of the ~~individual’s employment~~following:

(i)

any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or ~~other service with us~~becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the then outstanding securities of the Company eligible to vote for the election of the members of the Board (the “Company Voting Securities”), unless (A) such person is the Company, (B) such person is an employee benefit plan (or a trust which is a part of such a plan) which provides benefits exclusively to, or on behalf of, employees or former employees of the Company, (C) such person is the award holder, an entity controlled by the award holder or a group which includes the award holder, or (D) such person acquired such securities in a Non-Qualifying Transaction (as defined in clause (iv) below);

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(ii)

during any period of not more than twelve (12) months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason ~~other than disability or death, any unvested restricted stock units will thereupon terminate and be canceled.~~

~~Under each~~to constitute at least a majority of the ~~stock compensation agreements,~~Board, provided that any person becoming a director subsequent to the ~~term “change~~beginning of such period, whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in ~~ownership”~~which such person is ~~defined~~named as ~~any transaction~~a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or ~~series~~nominated as a director of ~~transactions~~the Company as a result of ~~which~~an actual or publicly threatened election contest with respect to directors or as a result of any ~~one~~other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director;

(iii)

any dissolution or ~~group~~liquidation of ~~persons acquires (i) ownership~~the Company or any sale or the disposition of ~~our common stock that, together with~~all or substantially all of the ~~common stock previously held by~~assets or business of the Company; or

(iv)

the consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), unless immediately following such ~~person, constitutes~~Business Combination: (A) more than 50% of the total ~~fair market value~~voting power of (x) the entity resulting from such Business Combination (the “Surviving Entity”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination; (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of ~~such stock, or (ii) ownership~~the outstanding voting securities eligible to elect directors of ~~our assets having a total gross fair market value~~the parent (or, if there is no parent, the Surviving Entity); and (C) at least ~~equal to 80%~~a majority of the ~~total gross fair market value~~members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the ~~assets immediately prior to such transaction or series~~criteria specified in (A), (B) and (C) of ~~transactions.~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		35

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Potential Payments and Benefits Upon Termination~~

~~Without a Change in Control~~

~~The following table provides quantitative disclosure of the estimated payments that would~~this clause (iv) will be made to our named executive officers under their employment agreement or severance agreements, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2015, the last business day of our fiscal 2015, assuming that:

each named executive officer’s employment with us was terminated on December 31, 2015, and was not in connection with an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above;

~~the base salary earned by each named executive officer for his services to us through December 31, 2015 has been fully paid to such named executive officer;~~

to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers exercised any previously unexercised, vested options and sold the underlying shares at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015, which was $14.97; and

to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers sold the shares of our common stock underlying their previously unvested restricted stock units at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015.

Name    Cash
Severance
Payout    Continuation
of Medical
Benefits    Acceleration and
Continuation of
Outstanding
Awards    Total
Termination
Benefits
Robert D. Davis

Termination by Us without “Cause”
   $ 1,862,233       $ 20,525       $ 0       $ 1,882,758
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. Davis’s Disability or death
   $ 289,688       $ 13,683       $ 2,426,951       $ 2,730,322
Termination by Mr. Davis for Reason other than death or disability
   $ 0       $ 0       $ 0       $ 0
Mitchell E. Fadel

Termination by Us without “Cause”
   $ 1,451,100       $ 14,903       $ 0       $ 1,466,003
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. Fadel’s Disability or death
   $ 185,996       $ 9,935       $ 1,660,592       $ 1,856,523
Termination by Mr. Fadel for Reason other than death or disability
   $ 0       $ 0       $ 0       $ 0
Guy J. Constant

Termination by Us without “Cause”
   $ 954,586       $ 20,525       $ 0       $ 975,111
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. Constant’s Disability or death
   $ 101,417       $ 13,683       $ 705,401       $ 820,501
Termination by Mr. Constant for Reason other than death or disability    $ 0       $ 0       $ 0       $ 0
Christopher A. Korst

Termination by Us without “Cause”
   $ 820,052       $ 20,525       $ 1,125       $ 841,702
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. Korst’s Disability or death
   $ 78,336       $ 13,683       $ 533,533       $ 625,552
Termination by Mr. Korst for Reason other than death or disability
   $ 0       $ 0       $ 1,125       $ 1,125
Joel M. Mussat

Termination by Us without “Cause”
   $ 727,819       $ 20,525       $ 0       $ 748,344
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. Mussat’s Disability or death
   $ 69,525       $ 13,683       $ 467,333       $ 550,541
Termination by Mr. Mussat for Reason other than death or disability
   $ 0       $ 0       $ 0       $ 0
Charles J. White

Termination by Us without “Cause”
   $ 717,156       $ 0       $ 0       $ 717,156
Termination by Us for “Cause”
   $ 0       $ 0       $ 0       $ 0
Termination by Us due to Mr. White’s Disability or death
   $ 90,882       $ 0       $ 410,043       $ 500,925
Termination by Mr. White for Reason other than death or disability
   $ 0       $ 0       $ 0       $


	36			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Potential Payments and Benefits Upon Termination~~

~~With a Change in Control~~

The following table provides quantitative disclosure of the estimated payments that would be made to our named executive officers under their employment agreement or severance agreements, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2015, the last business day of our fiscal 2015, assuming that:

each named executive officer’s employment with us was terminated on December 31, 2015, and was in connection with an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above;

~~the base salary earned by each named executive officer for his services to us through December 31, 2015 has been fully paid to such named executive officer;~~

~~with respect to options awarded pursuant to the 2006 Plan or the Equity Plan, the Board does not direct such outstanding options~~deemed to be ~~converted into options to purchase shares of the exchange stock;~~a “Non-Qualifying Transaction”).

Policies and Risk Mitigation

to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers exercised any previously unexercised options and sold the underlying shares at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015; and

Compensation-Related Risk

Name Cash
Severance
Payout Continuation
of Medical
Benefits Acceleration and
Continuation of
Outstanding
Awards Total
Termination
Benefits
Robert D. Davis

Termination by Us without “Cause” or by Mr. Davis for “Good Reason”
$ 2,386,414    $ 27,366    $ 2,426,951    $ 4,840,731
Termination by Us due to Mr. Davis’s Disability or death
$ 289,688    $ 13,683    $ 2,426,951    $ 2,730,322
Termination by Us for “Cause” or by Mr. Davis without “Good Reason”
$ 0    $ 0    $ 2,426,951    $ 2,426,951
Mitchell E. Fadel

Termination by Us without “Cause” or by Mr. Fadel for “Good Reason”
$ 1,872,801    $ 19,870    $ 1,660,592    $ 3,553,263
Termination by Us due to Mr. Fadel’s Disability or death
$ 185,996    $ 9,935    $ 1,660,592    $ 1,856,523
Termination by Us for “Cause” or by Mr. Fadel without “Good Reason”
$ 0    $ 0    $ 1,660,592    $ 1,660,592
Guy J. Constant

Termination by Us without “Cause” or by Mr. Constant for “Good Reason” $ 1,238,975    $ 27,366    $ 705,401    $ 1,971,742
Termination by Us due to Constant’s Disability or death
$ 101,417    $ 13,683    $ 705,401    $ 820,501
Termination by Us for “Cause” or by Mr. Constant without “Good Reason” $ 0    $ 0    $ 705,401    $ 705,401
Christopher A. Korst

Termination by Us without “Cause” or by Mr. Korst for “Good Reason”
$ 1,067,290    $ 27,366    $ 533,533    $ 1,628,189
Termination by Us due to Mr. Korst’s Disability or death
$ 78,336    $ 13,683    $ 533,533    $ 625,552
Termination by Us for “Cause” or by Mr. Korst without “Good Reason”
$ 0    $ 0    $ 533,533    $ 533,533
Joel M. Mussat

Termination by Us without “Cause” or by Mr. Mussat for “Good Reason” $ 947,250    $ 27,366    $ 467,333    $ 1,441,949
Termination by Us due to Mr. Mussat’s Disability or death
$ 69,525    $ 13,683    $ 467,333    $ 550,541
Termination by Us for “Cause” or by Mr. Mussat without “Good Reason” $ 0    $ 0    $ 467,333    $ 467,333
Charles J. White

Termination by Us without “Cause” or by Mr. White for “Good Reason”
$ 925,914    $ 0    $ 410,043    $ 1,335,957
Termination by Us due to Mr. White’s Disability or death
$ 90,882    $ 0    $ 410,043    $ 500,925
Termination by Us for “Cause” or by Mr. White without “Good Reason”
$ 0    $ 0    $ 410,043    $ 410,043


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		37

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Potential Realizable Value of Outstanding Awards Upon a Change in Control Without Termination~~

Under our long-term incentive plans, in the event of a “change in control” of us or an “exchange transaction” involving us, the vesting of outstanding awards may be accelerated regardless of whether the employment of the holder is terminated in connection therewith. The following table provides quantitative disclosure of the potential realizable value of outstanding awards granted to our named executive officers pursuant to our long-term incentive plans assuming that:

~~an event which constituted a “change in control” and an “exchange transaction” under each of the agreements and plans described above was consummated on December 31, 2015;~~

~~with respect to options awarded pursuant to the 2006 Plan and the Equity Plan, the Board does not direct such outstanding options to be converted into options to purchase shares of the exchange stock;~~

each named executive officer exercised any previously unexercised options and sold the underlying shares at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015; and

each named executive officer sold the shares of our common stock underlying their previously unvested restricted stock units at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2015.

Name    Potential Realizable Value⁽¹⁾
Robert D. Davis
   $                     2,426,951
Mitchell E. Fadel
   $ 1,660,592
Guy J. Constant
   $ 705,401
Christopher A. Korst
   $ 533,533
Joel M. Mussat
   $ 467,333
Charles J. White
   $ 410,043

~~(1)~~

~~Calculated by reference to the closing price for shares of our common stock on The Nasdaq Global Select Market on December 31, 2015, the last business day of fiscal 2015, which was $14.97.~~

~~Compensation Related Risk~~

The Compensation Committee believes that the design of our compensation programs, including our executive compensation program, does not encourage our executives or employees to take unnecessary and excessive risks and that the risks arising from these programs are not reasonably likely to have a material adverse effect on us. The Compensation Committee considered the following factors in making that determination:

•

The allocation among the components of direct annual compensation provides an appropriate balance between annual and long-term incentives and between fixed and performance-based compensation.

•

The performance measures and the multi-year vesting features of the long-term equity incentive compensation component encourage participants to seek sustainable growth and value creation.

•

Inclusion of share-based compensation through the long-term equity incentive compensation component encourages appropriate decision-making that is aligned with the long-term interests of our stockholders.

•

Our annual cash incentive program and the awards of restricted stock with performance-based vesting contain provisions with respect to our achievement of the applicable ~~financial~~performance target such that each participant may receive either (1) an additional payout pursuant to such award in the event that we exceed the applicable ~~financial~~performance target, ~~and~~or (2) none or only a portion of the target payout pursuant to such award in the event that we approach, yet fail to achieve, the target level of ~~financial~~ performance.

•

The various governance policies we have adopted to align the interests of our top management with those of our stockholders and to motivate sustainable growth, including equity ownership guidelines, hedging and pledging restrictions and our clawback policy, as described below.

•

We maintain a values-driven, ethics-based culture supported by a strong tone at the top.


	38			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

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Equity Ownership Guidelines

We believe that our Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents should have a meaningful financial stake in the Company to ensure that their interests are aligned with those of our stockholders. To that end, in December 2020, the Board adopted new equity ownership guidelines to define our expectations for our Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents, which replaced our prior equity ownership guidelines. Under these guidelines, our Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents are expected to own shares of our common stock having a value equal to a designated multiple of his or her annual base salary by the later of (1) December 1, 2025 and (2) five years after the date on which he or she was appointed to his or her position.

		Executive Positions				Ownership Requirement
		Chief Executive Officer				5 times annual base salary
		Executive Vice President				3 times annual base salary

Shares of our common stock that count toward meeting the foregoing equity ownership requirements include:

•

shares of our common stock directly or indirectly beneficially owned outright, including as a result of fully vested awards from previous grants to the executive by the Company;

•

shares of our common stock held through any Company benefit plan, including the Company’s 401(k) plan, Non-Qualified Deferred Compensation Plan or any employee stock purchase plan; and

•

unvested time-based restricted stock awards or restricted stock units granted to the executive by the Company.

Neither (i) unvested performance-based stock awards or performance stock units, nor (ii) unexercised stock options (whether vested or unvested) count toward meeting the equity ownership requirements.

Hedging and Pledging Restrictions

Our insider trading policy prohibits our directors, officers and employees, and members of their households, certain of their family members and certain other natural or legal persons or entities (i) whose management responsibilities are discharged by, (ii) who are directly or indirectly controlled by or (iii) whose economic interests are substantially equivalent to those of any of the foregoing persons, from engaging in hedging, monetization or options transactions related to our securities or transactions involving any derivative security of the Company or other financial instruments that provide the economic equivalent of ownership of our common stock or an opportunity, whether direct or indirect, to profit from any change in the value of our common stock, such as prepaid variable forward contracts, puts, calls, equity swaps, credit default swaps and collars.

In addition, our insider trading policy prohibits (i) short sales of any securities of the Company, including through any “sale against the box” (sales with delayed delivery) and (ii) the holding of securities of the Company in a margin account or pledging securities of the Company as collateral for a loan, in each case unless they are treated as non-marginable by the brokerage firm.

Clawback Policy

In accordance with the rules adopted by the SEC and Nasdaq, our Board has adopted an amended clawback policy effective as of December 1, 2023 that requires the Company to recover any compensation that is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure in the event that the Company is required to prepare a financial restatement to correct a material error. This clawback policy replaced the Company’s previous clawback policy, which was adopted in September 2022.

Compensation Committee Interlocks and Insider Participation

Messrs. Hetrick, Lewis and Silver and Ms. You each served as members of the Compensation Committee for all or a portion of 2023. Each such member is, or former member (in the cases of Messrs. Hetrick and Silver) was, independent and no member of the Compensation Committee (1) has ever been employed by us, as an officer or otherwise, or (2) has or had any relationships requiring disclosure in this proxy statement pursuant to Item 404(a) of Regulation S-K.

In addition, during 2023, none of our executive officers served as a member of the compensation or similar committee or as a member of the board of directors of any other entity having an executive officer that also served on the Compensation Committee or Board of Upbound.

42UPBOUND GROUP, INC. - 2024 Proxy Statement

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Section 162(m)

Section 162(m) of the Code generally prohibits a federal income tax deduction to public companies for compensation over $1,000,000 paid to a “covered employee.” A “covered employee” includes (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) the three other most highly compensated executive officers, and (d) any individual who was a covered employee for any taxable year beginning after December 31, 2016. The Compensation Committee is not limited to paying compensation that is fully deductible and may determine it is appropriate to provide compensation that may exceed deductibility limits in order to recognize performance, meet market demands, retain key executives, and take into account other appropriate considerations.

Compensation Committee Report

The material in this Report is not “soliciting material”, is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation by reference language in such filing.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management and, based upon such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement on Schedule 14A related to the 2024 Annual Meeting, for filing with the SEC.

COMPENSATION COMMITTEE

Glenn Marino, Chairman
Molly Langenstein
Harold Lewis
Jen You

UPBOUND GROUP, INC. - 2024 Proxy Statement43

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COMPENSATION TABLES

The following compensation tables in this proxy statement have been prepared pursuant to SEC rules. Although some amounts (e.g., salary, bonus and non-equity incentive plan compensation) represent actual dollars paid to a named executive officer, other amounts are estimates based on certain assumptions about future circumstances (e.g., payments upon termination of a named executive officer’s employment) or may represent dollar amounts recognized for financial statement reporting purposes in accordance with accounting rules, but do not represent actual dollars received by the named executive officer (e.g., dollar values of stock awards and option awards). The footnotes and other explanations to the Summary Compensation table and the other tables herein contain important estimates, assumptions and other information regarding the amounts set forth in the tables and should be considered together with the quantitative information in the tables.

Summary Compensation Table

The following table summarizes the compensation earned by our named executive officers in fiscal year 2023, as well as the compensation earned by such individuals in each of fiscal year 2022 and fiscal year 2021, if serving as a named executive officer during that time. Except for a one-time signing bonus for Mr. Karam (which was paid in two equal installments in each of 2022 and 2023) and a one-time signing bonus for Mr. Gautam (which was paid in two installments in 2023 and 2024), our named executive officers were not entitled to receive payments that would be characterized as “Bonus” payments for purposes of the Summary Compensation Table for 2023, 2022 and 2021.

Name and Principal Position	Year		Salary			Bonus			Stock Awards(1)			Option Awards(1)			Non-Equity Incentive Plan Compensation(2)			All Other Compensation(3)			Total
Mitchell Fadel Chief Executive Officer		2023		$	1,100,000		$	—		$	6,502,656		$	—		$	2,138,400		$	49,995		$	9,791,051
		2022		$	1,100,000		$	—		$	5,116,846		$	—		$	—		$	63,204		$	6,280,050
		2021		$	1,078,846		$	—		$	9,296,543(8)		$	—		$	1,900,800		$	65,496		$	12,341,685
Fahmi Karam(4)(5) Executive Vice President - Chief Financial Officer		2023		$	1,000,000		$	500,000		$	3,561,176		$	—		$	864,008		$	41,947		$	5,967,131
		2022		$	153,846		$	500,000		$	1,999,992		$	—		$	—		$	—		$	2,653,838
Anthony Blasquez Executive Vice President - Rent-A-Center		2023		$	444,554		$	—		$	897,446		$	—		$	388,800		$	33,236		$	1,764,036
		2022		$	422,931		$	—		$	477,942		$	—		$	—		$	27,295		$	928,168
		2021		$	397,308		$	—		$	751,418(8)		$	—		$	288,640		$	12,189		$	1,449,555
Tyler Montrone(4)(6) Executive Vice President - Acima		2023		$	440,385		$	—		$	897,446		$	—		$	388,800		$	35,504		$	1,762,135
Sudeep Gautam(4)(6)(7) Executive Vice President - Chief Technology and Digital Officer		2023		$	424,039		$	200,000		$	576,933		$	—		$	583,200		$	24,514		$	1,808,686

(1)

The amounts reflected in this column are the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for each award of stock option, restricted stock unit and performance stock unit awards in 2023, 2022 and 2021 to the applicable named executive officer. Assumptions used in the calculation of these amounts are included in Note O to our audited financial statements for our fiscal year ended December 31, 2023, included in our 2023 Form 10-K and our Annual Reports on Form 10-K for prior years.

For performance stock unit awards granted in February 2023, the maximum performance shares payable, and corresponding maximum aggregate value based on the grant date fair value of such awards, are (i) 317,842 shares and $10,266,297 for Mr. Fadel, (ii) 174,066 shares and $5,622,332 for Mr. Karam, (iii) 43,866 shares and $ 1,416,872 for Mr. Blasquez, (iv) 43,866 shares and $1,416,872 for Mr. Montrone and (v) 28,200 shares and $910,860 for Mr. Gautam.

(2)

Represents the cash awards which were payable under our annual cash incentive program with respect to services for the year indicated.None of our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year, as described in the section “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” in the Company’s 2023 proxy statement.

(3)

For 2023, represents the compensation as described in the “All Other Compensation” table below.

(4)

2021 compensation is not shown for Messrs. Karam, Montrone and Gautam because they were not named executive officers for 2021.

(5)

Mr. Karam joined the Company and was named Executive Vice President — Chief Financial Officer effective as of October 31, 2022. Mr. Karam received a signing bonus pursuant to his offer letter of $1,000,000, 50% of which was paid in 2022 and the remaining 50% of which was paid in 2023. In determining the signing bonus, the Compensation Committee considered that Mr. Karam joined the Company late in 2022 and would not be eligible for a 2022 annual incentive bonus.

(6)

2022 compensation is not shown for Messrs. Montrone and Gautam because they were not named executive officers for 2022.

(7)

Mr. Gautam joined the Company and was named Executive Vice President — Chief Technology and Digital Officer effective as of January 16, 2023. Mr. Gautam received a signing bonus pursuant to his offer letter of $300,000, two thirds of which was paid in 2023 and the remaining one third of which was paid in 2024 and is subject to repayment in the event of certain terminations of Mr. Gautam’s

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employment within the first 18 months of his employment. In determining the signing bonus, the Compensation Committee considered the foregone compensation opportunities at Mr. Gautam’s former employer.

(8)

These amounts reflect the aggregate grant date fair value of restricted stock unit and performance stock unit awards granted in 2021 and the incremental change in fair value as of stockholder approval of our 2021 Plan, each computed in accordance with FASB ASC Topic 718. These amounts have been updated from disclosures in the Company’s Definitive Proxy Statements filed on April 25, 2023 and April 25, 2022, which inadvertently did not reflect the incremental change in fair value as of stockholder approval of our 2021 Plan.

All Other Compensation

The following table provides information regarding each component of compensation for 2023 included in the All Other Compensation column in the Summary Compensation Table above.

Name	Company Matching Contributions(1)			Value of Insurance Premiums(2)			Other(3)			Total
Mitchell Fadel		$	9,335		$	35,954		$	4,706		$	49,995
Fahmi Karam		$	11,827		$	19,039		$	11,081		$	41,947
Anthony Blasquez		$	7,844		$	21,848		$	3,544		$	33,236
Tyler Montrone		$	8,473		$	22,008		$	5,023		$	35,504
Sudeep Gautam		$	—		$	15,382		$	9,132		$	24,514

(1)

Represents contributions or other allocations made by us to our 401(k) Retirement Savings Plan and/or Deferred Compensation Plan.

(2)

Represents premiums paid by the Company for medical, long-term disability and life insurance.

(3)

Represents fees paid by us for an annual executive physical examination. Mr. Karam’s “Other” also includes COBRA assistance provided during the waiting period for eligibility for Company medical benefits.

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Grants of Plan-Based Awards

The table below sets forth information about plan-based awards granted to the named executive officers during 2023 under the 2023 annual cash incentive program and the 2021 Plan.

Name	Grant Date		Committee Approval Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3)		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Closing Price on Grant Date			Grant Date Fair Value of Stock and Option Awards(4)
Name	Grant Date		Committee Approval Date		Threshold			Target			Maximum			Threshold		Target		Maximum						Exercise or Base Price of Option Awards		Closing Price on Grant Date			Grant Date Fair Value of Stock and Option Awards(4)
Mitchell Fadel
Short-Term Incentive		—		2/9/2023		$	148,500		$	1,485,000		$	2,970,000		—		—		—		—		—		—			—			—
Restricted Stock Units		2/24/2023		2/9/2023			—			—			—		—		—		—		51,082		—		—		$	26.78		$	1,369,508
Performance Stock Units		2/24/2023		2/9/2023			—			—			—		0		158,921		317,842		—		—		—		$	26.78		$	5,133,148
Fahmi Karam
Short-Term Incentive		—		2/9/2023		$	60,000		$	600,000		$	1,200,000		—		—		—		—		—		—			—			—
Restricted Stock Units		2/24/2023		2/9/2023			—			—			—		—		—		—		27,975		—		—		$	26.78		$	750,010
Performance Stock Units		2/24/2023		2/9/2023			—			—			—		0		87,033		174,066		—		—		—		$	26.78		$	2,811,166
Anthony Blasquez
Short-Term Incentive		—		2/9/2023		$	27,000		$	270,000		$	540,000		—		—		—		—		—		—			—			—
Restricted Stock Units		2/24/2023		2/9/2023			—			—			—		—		—		—		7,050		—		—		$	26.78		$	189,011
Performance Stock Units		2/24/2023		2/9/2023			—			—			—		0		21,933		43,866		—		—		—		$	26.78		$	708,436
Tyler Montrone
Short-Term Incentive		—		2/9/2023		$	27,000		$	270,000		$	540,000		—		—		—		—		—		—			—			—
Restricted Stock Units		2/24/2023		2/9/2023			—			—			—		—		—		—		7,050		—		—		$	26.78		$	189,011
Performance Stock Units		2/24/2023		2/9/2023			—			—			—		0		21,933		43,866		—		—		—		$	26.78		$	708,436
Sudeep Gautam
Short-Term Incentive		—		2/9/2023		$	40,500		$	405,000		$	810,000		—		—		—		—		—		—			—			—
Restricted Stock Units		2/24/2023		2/9/2023			—			—			—		—		—		—		4,532		—		—		$	26.78		$	121,503
Performance Stock Units		2/24/2023		2/9/2023			—			—			—		0		14,100		28,200		—		—		—		$	26.78		$	455,430

(1)

These columns show the potential value of the payout of the annual cash incentive bonuses for 2023 performance for each named executive officer if the threshold, target and maximum performance levels are achieved. The potential payout is performance-based and driven by company performance. The actual amount of the annual cash incentive bonuses paid for 2023 performance is shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

(2)

Represents performance-based restricted stock units that vest depending on our relative TSR performance over a three-year measurement period as compared to the S&P 1500 Specialty Retail Index and if the named executive officer remains an employee through the end of such vesting period. The issuance of the stock underlying the performance-based restricted stock units granted to our named executive officers will range from a minimum of zero shares if our relative TSR performance is below the 25th percentile, to the maximum number of shares if our relative TSR performance ranks at least the 90th percentile.

(3)

Represents restricted stock units that vest ratably over a three-year period of continuous employment with us from February 24, 2023.

(4)

See footnote 1 to the “Summary Compensation Table” for a description of the method used to determine the grant date fair value of stock and option awards. This value may differ from the value represented in the “Summary Compensation Table” due to rounding.

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Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding stock options and restricted stock units held by the named executive officers that were outstanding at December 31, 2023.

Name	OPTION AWARDS									STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options - Exercisable		Number of Securities Underlying Unexercised Options - Unexercisable		Option Exercise Price			Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
Mitchell Fadel		80,197		—		$	8.22		2/23/2028		8,498(3)		$	288,677
		75,027		—		$	20.87		4/1/2029		31,586(4)		$	1,072,976
		90,743		30,248(2)		$	24.77		2/26/2030		51,082(5)		$	1,735,256
		—		—			—		—		77,768(6)		$	2,641,779
		—		—			—		—		146,667(7)		$	4,982,278
		—		—			—		—		158,921(8)		$	5,398,546
Fahmi Karam		—		—			—		—		62,716(9)		$	2,130,463
		—		—			—		—		27,975(5)		$	950,311
		—		—			—		—		87,033(8)		$	2,956,511
Anthony Blasquez		3,739		1,246(2)		$	24.77		2/26/2030		687(3)		$	23,337
		7,500		2,500(10)		$	26.62		7/1/2030		2,951(4)		$	100,245
		—		—			—		—		7,050(5)		$	239,489
		—		—			—		—		6,286(6)		$	213,535
		—		—			—		—		13,700(7)		$	465,389
		—		—			—		—		21,933(8)		$	745,064
Tyler Montrone		—		—			—		—		912(3)		$	30,981
		—		—			—		—		3,391(4)		$	115,192
		—		—			—		—		7,050(5)		$	239,489
		—		—			—		—		8,348(6)		$	283,582
		—		—			—		—		15,743(7)		$	534,790
		—		—			—		—		21,933(8)		$	745,064
Sudeep Gautam		—		—			—		—		4,532(5)		$	153,952
Sudeep Gautam		—		—			—		—		14,100(8)		$	478,977

(1)

Calculated by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on December 29, 2023, which was $33.97.

(2)

These options to purchase shares of our common stock vested on February 26, 2024.

(3)

Represents the number of shares of our common stock that vested and became issuable pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from February 26, 2021.

(4)

(5)

(6)

Represents the number of shares of our common stock that vested and became issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2023, so long as the named executive officer remained an employee through December 31, 2023. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2023, ranked at the 32nd percentile, which resulted in 50% of the shares vesting.

(7)

Represents the number of shares of our common stock that may vest and become issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ending December 31, 2024, so long as the named executive officer remains an employee through December 31, 2024.

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(8)

Represents the number of shares of our common stock that may vest and become issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ending December 31, 2025, so long as the named executive officer remains an employee through December 31, 2025.

(9)

(10)

These options to purchase shares of our common stock vest on July 1, 2024.

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Option Exercises and Stock Vested

The following table reflects certain information with respect to options exercised by our named executive officers during the 2023 fiscal year, as well as applicable stock awards that vested during the 2023 fiscal year:

	Option Awards					Stock Awards
	Number of Shares Acquired on Exercise		Value Realized on Exercise			Number of Shares Acquired on Vesting		Value Realized on Vesting
Mitchell Fadel		—		$	—		124,321		$	3,337,933
Fahmi Karam		—		$	—		31,357		$	893,518
Anthony Blasquez		8,881		$	180,255		6,260		$	167,294
Tyler Montrone		—		$	—		2,555		$	66,975
Sudeep Gautam		—		$	—		—		$	—

Non-Qualified Deferred Compensation

The Upbound Group, Inc. Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan for a select group of our key management personnel and highly compensated employees. The Deferred Compensation Plan first became available to eligible employees in July 2007, with deferral elections taking effect as of August 3, 2007. The Deferred Compensation Plan allows participants to defer up to 50% of their base compensation and up to 100% of any bonus compensation. Participants may invest the amounts deferred in measurement funds that are the same funds offered as the investment options in our 401(k) Retirement Savings Plan. We may make discretionary contributions to the Deferred Compensation Plan, which are subject to a two-year graded vesting schedule based on the participant’s years of service with us. Consistent with last year, we made matching contributions in 2023 of 50% of the employee’s aggregate contributions to the Deferred Compensation Plan and the 401(k) Retirement Savings Plan, up to an amount not to exceed 6% of such employee’s compensation. These matching contributions are allocated to each of the Deferred Compensation Plan and the 401(k) Retirement Savings Plan based on the participant’s contributions to the respective plan for the year and, as a result, such allocations may vary year-to-year. We are obligated to pay the deferred compensation amounts in the future in accordance with the terms of the Deferred Compensation Plan.

The following table provides information for the named executive officers regarding contributions, earnings and balances for our Deferred Compensation Plan:

Name	Executive Contributions in FY 2023(1)			Registrant Contributions in FY 2023(1)(2)			Aggregate Earnings in FY 2023			Aggregate Withdrawals/ Distributions			Aggregate Balance at FYE 2023(3)
Mitchell Fadel		$	66,000		$	635(4)		$	90,400		$	—		$	676,434
Fahmi Karam		$	—		$	—		$	—		$	—		$	—
Anthony Blasquez		$	—		$	—		$	1,844		$	—		$	7,137
Tyler Montrone		$	—		$	—		$	—		$	—		$	—
Sudeep Gautam		$	—		$	—		$	—		$	—		$	—

(1)

The entirety of the executive contributions and registrant contributions are reported in the “Summary Compensation Table” above as compensation of the named executive officer for the year ended December 31, 2023.

(2)

Represents matching contributions or other allocations made by us under our Deferred Compensation Plan which amount was also reported as compensation in the table appearing in the section “Compensation Tables — Summary Compensation Table” above in this proxy statement.

(3)

Of these amounts, the following aggregate amounts are reported in the “Summary Compensation Table” above as compensation of the named executive officer for the years ended December 31, 2023, 2022 and 2021: Mr. Fadel — $243,426 and Mr. Blasquez — $0. Messrs. Karam, Montrone and Gautam are not participants in the Deferred Compensation Plan.

(4)

Reflects our matching contribution to the Deferred Compensation Plan in respect of Mr. Fadel’s contributions to such plan in 2023. Our other matching contributions were made to the 401(k) Retirement Savings Plan in respect of Mr. Fadel’s contributions to such plan in 2023.

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No Pension Benefits

We do not sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans.

Potential Payments and Benefits Upon Termination Without a Change in Control

The following table provides quantitative disclosure of the estimated payments that would be made under the severance agreements to the named executive officers, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2023, the last day of our fiscal year 2023, assuming that:

•

each named executive officer’s employment with us was terminated on December 31, 2023, and was not in connection with an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above;

•

amounts payable to each named executive officer would not subject such person to excise tax under Section 4999 of the Code and the Company would not be denied a deduction under Section 280G of the Code;

•

the base salary earned by each named executive officer for his or her services to us through December 31, 2023 has been fully paid to such named executive officer;

•

the Board determined that the annual bonus for 2023 that would have been earned by each of Messrs. Karam, Blasquez, Montrone and Gautam was equal to the actual bonus awarded to such named executive officer for 2023;

•

to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers sold the shares of our common stock underlying their previously unvested performance stock units, at the target level of performance, and restricted stock units at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 29, 2023, which was $33.97; and

•

any outstanding equity-based awards held by our named executive officers that vested prior to December 31, 2023 were exercised and distributed prior to December 31, 2023.

Name	Cash Severance Payout			Continuation of Medical Benefits(1)			Acceleration of Outstanding Awards			Total Termination Benefits
Mitchell Fadel
Termination by Us without “Cause” or by Mr. Fadel for “Good Reason”		$	5,170,000		$	30,418			—		$	5,200,418
Termination by Us for “Cause” or by Mr. Fadel without “Good Reason”			—			—			—			—
Termination due to Mr. Fadel’s disability or death(2)			—		$	30,418		$	10,881,178		$	10,911,596
Termination by Mr. Fadel for Reason other than disability, death or for “Good Reason”			—			—			—			—
Fahmi Karam
Termination by Us without “Cause” or by Mr. Karam for “Good Reason”		$	2,364,008		$	35,048			—		$	2,399,056
Termination by Us for “Cause” or by Mr. Karam without “Good Reason”			—			—			—			—
Termination due to Mr. Karam’s disability or death		$	864,008		$	23,365		$	4,065,291		$	4,952,664
Termination by Mr. Karam for Reason other than disability or death or for “Good Reason”			—			—			—			—

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Name	Cash Severance Payout			Continuation of Medical Benefits(1)			Acceleration of Outstanding Awards			Total Termination Benefits
Anthony Blasquez
Termination by Us without “Cause” or by Mr. Blasquez for “Good Reason”		$	1,280,280		$	35,048			—		$	1,315,328
Termination by Us for “Cause” or by Mr. Blasquez without “Good Reason”			—			—			—			—
Termination due to Mr. Blasquez’s disability or death		$	388,800		$	23,365		$	1,135,128		$	1,547,293
Termination by Mr. Blasquez for Reason other than disability or death or for “Good Reason”			—			—			—			—
Tyler Montrone
Termination by Us without “Cause” or by Mr. Montrone for “Good Reason”		$	1,063,800		$	35,048			—		$	1,098,848
Termination by Us for “Cause” or by Mr. Montrone without “Good Reason”			—			—			—			—
Termination due to Mr. Montrone’s disability or death		$	388,800		$	23,365		$	1,034,566		$	1,446,731
Termination by Mr. Montrone for Reason other than disability or death or for “Good Reason”			—			—			—			—
Sudeep Gautam
Termination by Us without “Cause” or by Mr. Gautam for “Good Reason”		$	1,258,200		$	35,048			—		$	1,293,248
Termination by Us for “Cause” or by Mr. Gautam without “Good Reason”			—			—			—			—
Termination due to Mr. Gautam’s disability or death		$	583,200		$	23,365		$	313,451		$	920,016
Termination by Mr. Gautam for Reason other than disability or death or for “Good Reason”			—			—			—			—

(1)

The amounts listed herein reflect the value of medical insurance coverage that would be extended to a named executive officer following termination; provided, however, such named executive officer would continue to be responsible for normal employee premium contributions.

(2)

Per the terms of his employment agreement, upon a termination due to Mr. Fadel’s disability or death without a change in control, Mr. Fadel receives a pro-rata bonus calculated based upon his bonus amount from the previous year, and no bonus was paid for 2022.

Potential Payments and Benefits Upon Termination With a Change in Control

The following table provides quantitative disclosure of the estimated payments that would be made under the employment or severance agreements to our named executive officers, as of December 31, 2023, the last day of our fiscal year 2023, assuming that:

•

each named executive officer’s employment with us was terminated and an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above both occurred on December 31, 2023;

•

the base salary earned by each named executive officer for his or her services to us through December 31, 2023 has been fully paid to such named executive officer;

•

the Board determined that the annual bonus for 2023 that would have been earned by each of Messrs. Fadel, Karam, Blasquez, Montrone and Gautam was equal to the actual bonus awarded to such named executive officer for 2023;

•

with respect to equity-based awards awarded pursuant to the 2021 Plan and certain prior equity plans, the Board does not direct such outstanding awards to be converted into awards with respect to shares of stock following the change in control or exchange;

•

any outstanding equity-based awards held by our named executive officers that vested prior to December 31, 2023 were exercised and distributed prior to December 31, 2023; and

•

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target level of performance for performance stock units) at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 29, 2023.

Name	Cash Severance Payout			Continuation of Medical Benefits(1)			Acceleration of Outstanding Awards			Total Termination Benefits
Mitchell Fadel
Termination by Us without “Cause” or by Mr. Fadel for “Good Reason”		$	5,170,000		$	30,418		$	16,397,794		$	21,598,212
Termination by Us for “Cause” or by Mr. Fadel without “Good Reason”			—			—			—			—
Termination due to Mr. Fadel’s disability or death(2)			—		$	30,418		$	16,397,794		$	16,428,212
Fahmi Karam
Termination by Us without “Cause” or by Mr. Karam for “Good Reason”		$	2,864,008		$	46,731		$	6,037,284		$	8,948,023
Termination by Us for “Cause” or by Mr. Karam without “Good Reason”			—			—			—			—
Termination due to Mr. Karam’s disability or death		$	864,008		$	46,731		$	6,037,284		$	6,948,023
Anthony Blasquez
Termination by Us without “Cause” or by Mr. Blasquez for “Good Reason”		$	1,577,440		$	46,731		$	1,816,898		$	3,441,069
Termination by Us for “Cause” or by Mr. Blasquez without “Good Reason”			—			—			—			—
Termination due to Mr. Blasquez’s disability or death		$	388,800		$	46,731		$	1,816,898		$	2,252,429
Tyler Montrone
Termination by Us without “Cause” or by Mr. Montrone for “Good Reason”		$	1,288,800		$	46,731		$	1,949,097		$	3,284,628
Termination by Us for “Cause” or by Mr. Montrone without “Good Reason”			—			—			—			—
Termination due to Mr. Montrone’s disability or death		$	388,800		$	46,731		$	1,949,097		$	2,384,628
Sudeep Gautam
Termination by Us without “Cause” or by Mr. Gautam for “Good Reason”		$	1,483,200		$	46,731		$	632,929		$	2,162,860
Termination by Us for “Cause” or by Mr. Gautam without “Good Reason”			—			—			—			—
Termination due to Mr. Gautam’s disability or death		$	583,200		$	46,731		$	632,929		$	1,262,860

(1)

(2)

Per the terms of his employment agreement, upon a termination due to Mr. Fadel’s disability or death in connection with a change in control, Mr. Fadel is eligible to receive the same severance payments and benefits as described above for a termination due to Mr. Fadel’s disability or death without a change in control. Accordingly, Mr. Fadel is eligible to receive a pro-rata bonus calculated based upon his bonus amount from the previous year; however, no bonus was paid for 2022.

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Equity Compensation Plan Information

The following table sets forth certain information concerning all equity compensation plans previously approved by our stockholders and all equity compensation plans not previously approved by our stockholders as of December 31, ~~2015.~~

Plan Category Number of Securities to be
issued upon exercise of
outstanding options, warrants
and rights⁽¹⁾ Weighted-average exercise
price of outstanding options,
warrants and rights Number of securities remaining
available for future issuance
under equity compensation
plan⁽²⁾
Equity compensation plans approved by security holders 3,742,121    $ 30.33    3,072,949
Equity compensation plans not approved by security holders –0–    –0–    –0–
Total
3,742,121    $ 30.33    3,072,949

~~(1)~~

Includes (a) 2,874,366 shares to be issued upon exercise of outstanding stock options with a weighted-average exercise price per share of $30.33, and a weighted-average remaining term of 6.82 years, and (b) 867,755 shares to be issued upon vesting of outstanding restricted stock units with a weighted-average grant date fair value of $26.67.

~~(2)~~

Pursuant to the terms of the Plans, when an optionee leaves our employ, unvested options granted to that employee terminate and become available for re-issuance. Vested options not exercised within 90 days from the date the optionee leaves our employ terminate and become available for re-issuance.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		39


~~PROPOSAL THREE:~~		~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

2023.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights(1)			Number of securities remaining available for future issuance under equity compensation plan(2)
Equity compensation plans approved by security holders		655,643		$	22.36		6,832,305
Equity compensation plans not approved by security holders		—			—		—
Total		655,643		$	22.36		6,832,305

(1)

Reflects the weighted-average exercise price of outstanding options as of December 31, 2023. The weighted average grant date fair value of outstanding restricted stock units and performance stock units as of December 31, 2023 was $37.10.

(2)

Pursuant to the terms of the Company’s Amended 2021 Long-Term Incentive Plan, shares of common stock subject to an award that is forfeited, expires, terminates or is settled for cash (in whole or in part) will be available for future grants of awards under the plan.

CEO Pay Ratio

This section sets forth our reasonable estimate, calculated in a manner consistent with the requirements of Item 402(u) of Regulation S-K, of the ratio of the annual total compensation for fiscal year 2023 of our Chief Executive Officer to that of the median of the annual total compensation for all of our other employees (the “CEO Pay Ratio”). Please note that due to the flexibility in estimates, assumptions and adjustments permitted by the SEC in calculating such ratio, the CEO Pay Ratio may not be comparable to those presented by other companies, even other companies operating in the same industries as Upbound.

SEC rules permit identification of this median employee once every three years. As such, the median compensation amount for 2023 reflects the 2023 “per annum total compensation” of the employee we identified as of December 31, 2022, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

Our median employee identified using the assumptions and methodologies described above was located in Texas and served in an hourly position as a Customer Account Representative.

The 2023 annual total compensation of our median employee, calculated using the same methodology used to calculate the same metric for our named executive officers in the Summary Compensation Table in this proxy statement, was $34,439. Comparing this to our Chief Executive Officer’s 2023 annual total compensation of $9,791,051, we estimate that the CEO Pay Ratio was approximately 284:1. This reflects an increase from the CEO Pay Ratio in 2022, which was approximately 181:1, as none of our executive officers received a bonus in 2022 due to the Company’s annual financial performance.

Historical Pay Versus Performance Disclosure

Pay Versus Performance Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For information about how our executive compensation program is designed to align with the Company’s performance, please read the “Compensation Discussion and Analysis” above in this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not all represent amounts actually earned or realized by our named executive officers (“NEOs”), including with respect to RSUs and PSUs.

The table below presents the compensation amounts for our CEO and non-CEO named executive officers as defined and computed in accordance with SEC rules, our financial performance as measured by TSR, net income and Adjusted EBITDA, and our peer group’s TSR, for fiscal years 2023, 2022, 2021 and 2020.

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COMPENSATION TABLES

Year	CEO						Non-CEO NEOs						Value of Initial Fixed $100 Investment Based On:						Net Income ($M)			Adjusted EBITDA(5) ($M)
Year	Summary Compensation Table Total for CEO			Compensation Actually Paid to CEO(1)			Average Summary Compensation Table Total for non-CEO named executive officers(2)			Average Compensation Actually Paid to non-CEO named executive officers(3)			TSR			Proxy Peer Group TSR(4)			Net Income ($M)			Adjusted EBITDA(5) ($M)
2023		$	9,791,051		$	15,601,868		$	2,825,497		$	3,893,968		$	142		$	163		$	(5)		$	474
2022(6)		$	6,280,050		$	(3,792,985)		$	1,742,035		$	128,413		$	90		$	145		$	12		$	459
2021		$	12,341,685		$	25,616,911		$	2,408,210		$	2,962,970		$	179		$	177		$	135		$	643
2020		$	9,217,950		$	14,829,388		$	2,263,831		$	3,512,231		$	140		$	119		$	208		$	344

(1)

Compensation actually paid is the total Summary Compensation Table compensation, adjusted as set forth in the table below in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fadel during the applicable year.

(2)

Includes the average total compensation for Messrs. Karam, Blasquez, Montrone and Gautam in 2023; for Messrs. Allred, Hogg (former Executive Vice President — Acima), Karam, Pechersky and Taylor and Ms. Short in 2022; for Messrs. Blasquez, Hogg and Pechersky and Ms. Short (former Executive Vice President — Chief Financial Officer) in 2021; and for Mr. Hogg and Mses. Short, Davids and Skula (former Executive Vice President — Franchising) in 2020. Total compensation for non-CEO named executive officers are as reported in the Summary Compensation Tables.

(3)

The table below presents a reconciliation of the average Summary Compensation Table total to the average compensation actually paid, as defined by SEC rules, to the non-CEO named executive officers: The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year.

(4)

The peer group selected is the S&P 1500 Specialty Retail Index. We use this published industry index as the comparator group to measure our relative total shareholder return for purposes of determining vesting of performance stock units granted under our long-term incentive compensation program. The peer group TSR values for 2020 and 2022 have been updated from disclosures in the Company’s Definitive Proxy Statement filed on April 25, 2023, which inadvertently transposed these numbers.

(5)

(6)

None of our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year based on the Company’s annual financial performance in 2022.

Reconciliation Tables

CEO: Mitch Fadel	2023			2022			2021			2020
Summary Compensation Table Total		$	9,791,051		$	6,280,050		$	12,341,685		$	9,217,950
Less:
Fair Value of Stock Awards Granted in the Covered Year (measured at grant date)		$	6,502,656		$	5,116,846		$	9,296,543		$	5,712,605
Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end)		$	0		$	0		$	0		$	0
Change in Pension Value		$	0		$	0		$	0		$	0
Plus:
Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end)		$	9,387,302		$	3,474,280		$	5,474,111		$	10,034,035
Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date)		$	0		$	0		$	0		$	0
Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end)		$	3,834,188		$	(11,440,516)		$	1,511,487		$	1,914,269
Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date)		$	(908,017)		$	3,010,047		$	15,586,171		$	(624,261)
Dividends Accrued on Unvested RSUs and PSUs in the Covered Year		$	0		$	0		$	0		$	0
Pension Service Costs		$	0		$	0		$	0		$	0
Total Compensation Actually Paid		$	15,601,868		$	(3,792,985)		$	25,616,911		$	14,829,388

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COMPENSATION TABLES

Non-CEO NEOs (Average)	2023			2022			2021			2020
Summary Compensation Table Total		$	2,825,497		$	1,742,035		$	2,408,210		$	2,263,831
Less:
Fair Value of Stock Awards Granted in the Covered Year (measured at grant date)		$	1,483,250		$	1,135,260		$	1,481,514		$	1,258,694
Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end)		$	0		$	1,344,060		$	0		$	0
Change in Pension Value		$	0		$	0		$	0		$	0
Plus:
Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end)		$	2,141,235		$	845,162		$	872,364		$	2,425,918
Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date)		$	0		$	0		$	0		$	0
Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end)		$	365,842		$	(272,162)		$	318,723		$	162,066
Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date)		$	44,644		$	292,698		$	845,187		$	(80,890)
Dividends Accrued on Unvested RSUs and PSUs in the Covered Year		$	0		$	0		$	0		$	0
Pension Service Costs		$	0		$	0		$	0		$	0
Total Compensation Actually Paid		$	3,893,968		$	128,413		$	2,962,970		$	3,512,231

Important Financial Metrics

As described in “Compensation Discussion and Analysis,” our executive compensation program is designed to, among other objectives, link pay to the achievement of annual performance objectives, recognize both corporate and individual performance, and attract and retain our senior executives. We believe the four items in the unranked list below represent the most important financial metrics we used to link our performance to compensation actually paid to our CEO and other NEOs for fiscal year 2023, as further described above under “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” and “Compensation Discussion and Analysis — Long-Term Incentive Compensation.”

•

Adjusted EBITDA

•

Rent-A-Center Segment Revenue

•

Acima Segment Revenue

•

Relative Total Shareholder Return

Relationships Between Compensation Actually Paid and Financial Measures in Pay Versus Performance Table

In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid (as defined by SEC rules) to our CEO and average compensation actually paid to our other named executive officers and (ii) the Company performance measures presented in the pay versus performance table above.

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COMPENSATION TABLES

Total Shareholder Return

The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, the Company’s cumulative TSR and the peer group’s TSR over the four most recently completed fiscal years.

Net Income

The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, and our net income during the four most recently completed fiscal years.

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COMPENSATION TABLES

Adjusted EBITDA

The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, and our Adjusted EBITDA(1) during the four most recently completed fiscal years.

(1)

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PROPOSAL THREE:
ADVISORY VOTE ON EXECUTIVE
COMPENSATION

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are seeking stockholder approval of our executive compensation program and practices as disclosed in this proxy statement. As described above in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

•

attract, retain and motivate senior executives with competitive compensation opportunities;

•

balance short-term and long-term strategic goals;

•

align our executive compensation program with the core values identified in our mission ~~statement which focuses on improving the quality of life for our co-workers~~statement; and ~~our customers; and~~

•

reward achievement of our financial and non-financial goals.

We urge stockholders to read the section “Compensation Discussion and Analysis” ~~beginning on page 18 of~~above in this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the ~~Summary Compensation Table and other related~~ compensation tables and related narrative disclosures ~~appearing on pages 28 through 38,~~in the section “Compensation Tables” above in this proxy statement, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to our recent and long-term success.

In accordance with Section 14A of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the ~~2016~~2024 Annual ~~Meeting of Stockholders:~~

Meeting:

“RESOLVED, that the stockholders of ~~Rent-A-Center,~~Upbound Group, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, ~~2015,~~2023, as disclosed in the ~~2016~~2024 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including Item 402 of Regulation S-K), including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure.”

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will carefully take into account the outcome of the vote when considering future compensation arrangements for our named executive officers. ~~We intend to conduct future advisory votes on executive compensation at each subsequent annual meeting.~~

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted on the proposal at the meeting is required for approval of this advisory resolution.

Our Board ~~of Directors~~ recommends that you vote “FOR” approval of the advisory resolution on executive compensation.


~~PROPOSAL FOUR:~~		~~APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~

~~We are asking stockholders~~

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PROPOSAL FOUR:
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO LIMIT THE LIABILITY OF
CERTAIN OFFICERS AS PERMITTED BY LAW

The Board declared advisable and adopted amendments to ~~approve the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”). On March 9, 2016, upon the recommendation~~Article SEVENTH of the ~~Compensation Committee, the Board adopted, subject~~Certificate of Incorporation to ~~stockholder approval, the 2016 Plan and has directed that it be submitted~~provide for the ~~approval~~elimination of monetary liability of certain officers of the ~~stockholders.~~

company in certain limited circumstances (the “Exculpation Amendment”). The ~~purpose~~Exculpation Amendment also simplifies the existing exculpation provision related to directors of the ~~2016 Plan is to foster our ability to attract, motivate and retain key personnel and enhance stockholder value through the use of certain equity and cash incentive compensation opportunities.~~

~~Any of our present or future directors, officers, employees, consultants and other personnel are eligible to participate~~Company set forth in ~~the 2016 Plan. Actual selection of any eligible individual to participate~~

~~in the 2016 Plan is within the sole discretion~~Article SEVENTH of the ~~Compensation Committee. If awards are made~~Certificate of Incorporation by referring to the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”) instead of specifying each instance where exculpation for directors is currently not available under the ~~2016 Plan~~DGCL. As such, the current exculpation protections available to the directors remain unchanged as ~~they were under the 2006 Plan, the eligible individuals would consist of nine members~~a result of the ~~Board, 41 senior~~Exculpation Amendment. In addition, the Exculpation Amendment provides that if the DGCL is further amended to eliminate or limit the liability of officers ~~and approximately 800 employees that are not senior officers.~~

~~Since our named executive~~or directors, the liability of such officers and directors are eligible to receive awards under the 2016 Plan, they therefore have an interest in this proposal. On April 1, 2016, following the adoption of the 2016 Plan by the Board, the Compensation Committee granted employees, none of which are executive officers, an aggregate of 66,500 stock options out of the 6,500,000 shares requested, subjectwill be limited or eliminated to the ~~approval of the 2016 Plan~~fullest extent permitted by ~~our stockholders. In the event that the 2016 Plan is not approved by~~


	40			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~PROPOSAL FOUR: APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~

~~our stockholders, these 66,500 stock options granted to such employees under the 2016 Plan will be immediately forfeited, rescinded and cancelled.~~

~~Upon approval by the stockholders, the 2016 Plan will become effective. Assuming the 2016 Plan is approved at the annual~~

stockholder meeting, unless terminated sooner by the Board, the 2016 Plan will terminate on March 9, 2026. The rights of any person with respect to an award made under the 2016 Plan that is outstanding at the time of its termination will not be affected solely by reason of the termination of the 2016 Plan.

~~Summary of the 2016 Plan~~

law, as so amended. The following description ~~of the 2016 Plan~~ is ~~only~~ a summary ~~of certain provisions of the 2016 Plan~~only and ~~does not contain all of the terms and conditions of the 2016 Plan. This summary~~ is qualified in its entirety by reference to the ~~full~~ text of the ~~2016 Plan,~~Exculpation Amendment as shown in the resolution below and is set forth in Annex A hereto.

In August 2022, Section 102(b)(7) was amended to allow Delaware corporations to include a provision in their certificates of incorporation that limits or eliminates the personal monetary liability of certain senior officers for breaches of their fiduciary duty of care in limited circumstances. Currently, Article SEVENTH of our Certificate of Incorporation aligns with the previous Section 102(b)(7) of the DGCL, which ~~is attached~~provided for the exculpation of directors, but not officers, from personal monetary liability for breaches of their fiduciary duty of care. To keep the exculpation provision of our Certificate of Incorporation aligned with updated Delaware law, we are proposing to ~~this Proxy Statement as Appendix “A.”~~

~~The 2016 Plan~~amend our Certificate of Incorporation so that directors and certain senior officers will be ~~administered by the Compensation Committee. The Compensation Committee will have the full power and authority to:~~

~~select the persons to whom awards will be made;~~

~~prescribe the terms and conditions~~exculpated from personal liability for monetary damages for breaching their fiduciary duty of ~~each award and make amendments thereto;~~

~~construe, interpret and apply the provisions of the 2016 Plan and of any agreement or other document governing the terms of an award made under the 2016 Plan; and~~

~~make any and all determinations and take any and all other actions as it deems necessary or desirable to carry out the terms of the 2016 Plan.~~

If approved, the 2016 Plan would authorize us to issue a total of 6,500,000 shares of Common Stock. All shares remaining available for grant under the 2006 Plan will be cancelled and no additional shares of Common Stock will be issued pursuant to the 2006 Plan. Any shares of Common Stock granted in connection with an award of stock options or stock appreciation rights will be counted against this limit as one share and any shares of Common Stock granted in connection with awards of restricted stock, restricted stock units, deferred stock or similar forms of stock awards other than stock options and stock appreciation rights will be counted against this limit as two shares of Common Stock for every one share of Common Stock granted in connection with such awards. No shares of Common Stock will be deemed to have been issued if (1) such shares covered by the unexercised portion of an option that terminates, expires, or is cancelled or settled in cash or (2) such shares are forfeited or subject to awards that are forfeited, canceled, terminated or settled in cash. In any calendar year, (1) no employee will be granted options and/or stock appreciation rights for more than 800,000 shares of Common Stock; (2) no employee will be granted performance-based equity awards under the 2016 Plan (other than options and stock appreciation rights), covering more than 800,000 shares of Common Stock; and (3) no employee will be granted performance-based cash awards for more than $5,000,000.

~~The 2016 Plan permits the granting of stock options at such times and upon such vesting and other conditions as determined by the Compensation Committee. The purchase price per share of~~

Common Stock covered by an option granted under the 2016 Plan may not be less than the fair market value per share on the grant date. The exercise price under an option which is intended to qualify as an “incentive stock option” (within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”)) granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code, may not be less than 110% of the fair market value per share on the date the option is granted.

Subject to earlier termination according to its terms, an option granted under the 2016 Plan will expire on the tenth anniversary of its grant (or the fifth anniversary of its grant in the case of an option which is intended to qualify as an “incentive stock option” granted to an employee who is a 10% stockholder).

No option granted under the 2016 Plan shall be assignable or transferable except upon the optionee’s death to a beneficiary designated in a manner so prescribed or approved by the Compensation Committee or, if no designated beneficiary shall survive the optionee, pursuant to the optionee’s will or by the laws of descent and distribution. During an optionee’s lifetime, options may be exercised only by the optionee or the optionee’s guardian or legal representative. Notwithstanding the foregoing, the Compensation Committee may permit the inter vivos transfer of an optionee’s options (other than options designated as “incentive stock options”) by gift to any “family member,” on such terms and conditions as the Compensation Committee may deem appropriate.

An option granted under the 2016 Plan may be exercised by transmitting to the Secretary (or such other person designated by the Compensation Committee) a written notice identifying the option being exercised and specifying the number of shares being purchased, together with payment of the exercise price and the amount of the applicable tax withholding obligations (unless other arrangements are made for the payment of such exercise and/or the satisfaction of such withholding obligations). The Compensation Committee may permit the exercise and withholding obligation to be paid in whole or in part in cash or by check, by means of a cashless exercise procedurecare solely to the extent permitted by ~~law,~~the updated Section 102(b)(7).

Consistent with the updated Section 102(b)(7), and subject to any future applicable changes to the DGCL, the Exculpation Amendment would only exculpate certain of our senior officers from personal liability for monetary damages for breaches of their duty of care in direct claims brought by stockholders against such officers. The Exculpation Amendment would not exculpate any of our officers from monetary liability for breach of their duty of care in claims brought against such officer directly by the ~~surrender~~Company itself or brought derivatively by our stockholders. Furthermore, as is the case for directors under our current Certificate of ~~previously-owned shares~~Incorporation, officers would not be exculpated from personal liability for breaches of ~~Common Stock (to~~their duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the ~~extent~~officer derived an improper personal benefit.

The officers that would be covered by this provision would be the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer who served at any time during the course of conduct alleged in the ~~fair market value thereof)~~action or ~~subject~~proceeding to ~~applicable law, by~~be wrongful, and any other ~~form~~officer identified in public filings with the SEC as the most highly compensated executive officers.

As part of ~~consideration deemed appropriate.~~

its ongoing evaluation of our corporate governance practices, the Board has determined that amending the current exculpation provision to align with the updated Section 102(b)(7) strikes the appropriate balance between stockholders’ interest in officer accountability and the need for directors and officers to have appropriate protections from personal liability. The 2016 Plan permits the granting of restricted stock, deferred stock, stock units, stock bonus and other stock awards at such times and upon such vesting and other conditions and restrictions as determined by the Compensation Committee.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		41

~~PROPOSAL FOUR: APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~

~~Unless otherwise determined by the Compensation Committee, (1) the holder of a stock award will not be entitled~~Board believes it is important to ~~receive dividend payments (or in the case of an award of stock units, dividend equivalent payments) with respect~~provide protection to officers to the shares covered by the award, and (2) the holder of shares of restricted stock may exercise voting rights pertaining to such shares. Under the 2016 Plan, the Compensation Committee may impose vesting and deferral conditions on the payment of dividends, corresponding to the vesting and deferral conditions applicable to the corresponding stock award.

~~Except as~~extent permitted by the ~~Compensation Committee in connection~~DGCL to attract and retain key executive talent. This protection has long been afforded to directors, and Delaware law now allows certain protections to be extended to certain senior officers. Adopting the Exculpation Amendment that aligns with ~~transfers at death or pursuant~~amended Section 102(b)(7) of the DGCL could prevent protracted litigation that distracts from our primary objective of creating stockholder value over the long term. In addition, as other companies have updated their certificates of incorporation to ~~inter vivos gifts, no outstanding stock award~~align with amended Section 102(b)(7), and ~~no shares of stock covered by an outstanding stock award~~we expect other companies will continue to do so, our ability to attract and retain highly qualified officer candidates may be ~~sold, assigned, transferred, disposed~~adversely impacted if we do not similarly do so. For these reasons, the Board believes that the proposal to amend the Certificate of ~~pledged or otherwise hypothecated other than to us in accordance with the terms of the award or the 2016 Plan.~~

Under the 2016 Plan, the Compensation Committee may grant stock appreciation rights, dividend equivalent payment rights, phantom shares, phantom stock units, bonus shares and other forms of equity-based awards to eligible persons, subject to such terms and conditionsIncorporation as it may establish; provided, however, that no dividend or dividend equivalent payment rights shall be attributable to awards of stock appreciation rights or stock options. The base price for a stock appreciation right granted under the 2016 Plan may not be less than the fair market value per share of the stock covered by the award at the time itdescribed herein is granted. Unless terminated earlier in accordance with its terms, a stock appreciation right will automatically expire on the tenth anniversary of the date it is granted. Such awards may entail the transfer of shares of Common Stock to a participant or the payment in cash or other property determined with reference to shares of Common Stock.

Under the 2016 Plan, the Compensation Committee may grant awards in cash with the amount of eventual payment subject to future service and such other restrictions and conditions as may be established by the Compensation Committee and set forth in the ~~underlying agreement, including, but not limited to, continuous service with~~best interests of the Company and its ~~subsidiaries, achievement~~stockholders, and has unanimously adopted a resolution to amend the Certificate of ~~specific business objectives, increases~~Incorporation.

Accordingly, we ask our stockholders to vote on the following resolution: “RESOLVED, that the Company’s stockholders approve an amendment to the Certificate of Incorporation to amend and restate Article SEVENTH, which shall read in ~~specified indices, attaining specified growth rates and other measures~~its entirety as follows:

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PROPOSAL FOUR: AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS

AS PERMITTED BY LAW

“SEVENTH: A director or officer of ~~performance.~~

~~The Compensation Committee may condition~~ the ~~grant, exercise, vesting~~Corporation shall not be liable to the Corporation or ~~settlement~~its stockholders for monetary damages for breach of ~~equity-based awards~~fiduciary duty as ~~well~~a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the ~~grant, vesting~~same exists or ~~payment of annual~~may hereafter be amended. Any amendment, modification or long-term cash incentive awards made under the 2016 Plan on the achievement of specified performance goals over any period specified by the Compensation Committee, but any dividend equivalents payable with respect to a performance-based equity award will either be deferred and held in escrow until the achievement of the applicable performance goal or automatically deemed to be reinvested in additional performance-based equity awards subject to the achievement of the applicable performance goal. Any such performance goal must be (1) objective, (2) prescribed in writing by the Compensation Committee before the applicable performance period or at such later date when fulfillment is substantially uncertain not later than 90 days after the commencement of the performance period and in any event

~~before completion of 25% of the performance period, and (3) based on any one or more of the following business criteria:~~

~~total revenue or any key component thereof;~~

~~cash flow (including, without limitation, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations or cash flow in excess of cost of capital);~~

~~earnings per share or earnings per share from continuing operations (basic or diluted);~~

~~return on capital employed, return on invested capital, return on assets or net assets;~~

~~after-tax return on stockholders’ equity;~~

~~economic value created;~~

~~operating margins or operating expenses;~~

~~value of the Common Stock or total return to stockholders;~~

~~value of an investment in the Common Stock assuming the reinvestment of dividends;~~

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration goals, geographic business expansion goals, cost targets, management of employment practices and employee benefits, or supervision of litigation or information technology goals, or goals relating to acquisitions of divestitures of subsidiaries, affiliates or joint ventures; and/or

~~a combination of any or all~~repeal of the foregoing ~~criteria.~~

~~At the expiration of the applicable performance period, the Compensation Committee~~sentence shall determine the extent to which the relevant performance goals are achieved and the extent to which each performance-based award has been earned. The Compensation Committee may not exercise its discretion to increase the amount or value of such an award that would otherwise be payable in accordance with its terms.

Awards of stock options, stock appreciation rights, restricted stock units, restricted stock and dividend equivalent rights will not vest or be exercisable (in the case of stock options and stock appreciation rights) earlier than the date that is one year following the date the award is made. The Compensation Committee, however, may provide that such restrictions may lapse or be waived upon the recipient’s death, disability or termination of service, or in connection with an “exchange transaction” (defined below). Also, awards of stock options, stock appreciation rights, restricted stock units and restricted stock that result in the issuance of an aggregate of up to 5% of the shares of Common Stock authorized under the 2016 Plan, as adjusted as described above and below, may be granted without respect to such minimum vesting restriction. Finally, awards of stock options, stock appreciation rights, restricted stock units and restricted stock may be granted to non-employee directors without respect to such minimum vesting provision.

The Compensation Committee may not, without the approval of our stockholders, reprice any previously granted “underwater” stock option or stock appreciation right by (1) amending or modifying the terms of the stock option or stock appreciation


	42			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~PROPOSAL FOUR: APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~

right to lower the exercise price or by (2) canceling the underwater stock option or stock appreciation right and granting either replacement stock options or stock appreciation rights having a lower exercise price, granting restricted stock, restricted stock units, or other stock-based award in exchange for such underwater stock options or stock appreciation rights, or cancelling or repurchasing the underwater stock options or stock appreciation rights for cash or other securities. A stock option or stock appreciation right will be deemed to be “underwater” at any time when the fair market value of the shares of Common Stock covered by such award is less than the exercise price of the award.

In the event of a split-up or consolidation of shares or any like capital adjustment, the payment of any stock dividend, and/or to reflect a change in the character or class of shares covered by the 2016 Plan arising from a readjustment or recapitalization of our capital stock, the share authorization limits under the 2016 Plan will be automatically adjusted proportionately, and the shares then subject to each award will automatically be adjusted to reflect any such resulting increase or decrease in the number of issued shares of Common Stock without any change in the aggregate purchase price for such award.

~~Under the 2016 Plan, in the event of a:~~

merger (other than a merger of us in which the holders of the Common Stock immediately prior to the merger have the same proportionate ownership of common stock in the surviving corporation immediately after the merger),

~~• consolidation,~~

~~• acquisition or disposition of property or stock,~~

~~• separation,~~

~~reorganization (other than a reincorporation or the creation of a holding company),~~

~~liquidation of us, or~~

any other similar transaction or event so designated by the Board as a result of which our stockholders receive cash, stock or other property in exchange for or in connection with their shares of Common Stock, (each an “exchange transaction”),

all optionees will be permitted to exercise their outstanding options immediately prior to such exchange transaction, and any outstanding options not exercised before the exchange transaction shall terminate. However, if, as part of an exchange transaction, our stockholders receive capital stock of another corporation (“exchange stock”) in exchange for their shares of Common Stock, and if the Board so directs, then all outstanding options shall be converted in whole or in part into options to purchase shares of exchange stock. The Board may accelerate vesting of non-vested stock awards and other awards, provide for cash settlement of options and/or make such other adjustments to the terms of any outstanding award as it deems appropriate in the context of an exchange transaction, taking into account, as applicable, the manner in which outstanding options are being treated (subject to the prohibition on repricing without stockholder approval described above).

~~The Board may at any time amend the 2016 Plan, or the terms of any agreement or award made under the 2016 Plan, or terminate the 2016 Plan, but such amendment or termination may~~ not adversely affect any ~~outstanding award without the consent~~right or protection of a director or officer of the ~~affected participant. In addition, the Board may not, without the~~Corporation hereunder in respect of any act or omission occurring prior approval of the stockholders, make any amendment which would (1) increase the aggregate number of shares of Common Stock issuable under the 2016 Plan, (2) increase the maximum number of shares with respect to ~~which options, stock appreciation rights or other equity awards may be granted to any employee in any calendar year, or (3) modify the class of persons eligible to receive awards.~~

~~Federal Income Tax Consequences of Awards under the 2016 Plan~~

~~The grant of an option or stock appreciation right, or SAR, is not a taxable event for the participant or us. In general, at~~ the time ~~an option is exercised, a participant will recognize ordinary income equal to the difference between the exercise price and the fair market value~~ of the shares. At the time an SAR is exercised, a participant will recognize ordinary income equal to the fair market value of the shares received. We will be entitled to claim a deduction equal to the amount of ordinary income recognized by a participant upon the exercise of an optionsuch amendment, modification or SAR. Upon a later sale of the shares, a participant will realize capital gain or loss equal to the difference between the selling price and the fair market value of the shares on the date the option or SAR is exercised.

~~We may grant options under the 2016 Plan that qualify for special tax treatment which is different than what is described above. The IRS calls these options “incentive stock options,~~repeal.” ~~or ISOs. No taxable income is recognized when a participant exercises an ISO,~~

although alternative minimum tax may apply. If shares acquired upon the exercise of an ISO are held by a participant for at least one year from the date the ISO is exercised and two years from the date the ISO is granted, any gain or loss realized on a sale of the shares will be treated as long-term capital gain or loss. However, if a participant sells the shares before the minimum holding periods are met, the gain realized on the sale will be taxable as ordinary income to the extent of the difference between the exercise price paid for the shares and the fair market value of the shares on the date the ISO was exercised. The balance of the gain, if any, will be treated as capital gain. We will be entitled to claim a deduction equal to any ordinary income recognized by a participant upon the sale of shares acquired by the exercise of an ISO.

~~In general, participants will recognize ordinary income with respect to other types of awards under the 2016 Plan at the time those awards are settled with vested shares or cash, equal to the~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		43

~~PROPOSAL FOUR: APPROVAL OF THE RENT-A-CENTER, INC. 2016 LONG-TERM INCENTIVE PLAN~~

amount of cash or the then fair market value of the shares. Thus, for example, if we grant a restricted stock award to a participant under the 2016 Plan, then, unless the participant makes a special tax election to recognize income as of the date of the award, the participant will recognize ordinary income equal to the value of the shares as and when they become vested under the terms of the award. Similarly, if we make a deferred stock award, a participant will recognize ordinary income equal to the fair market value of the shares as and when the shares are delivered to the participant in accordance with the terms of the award. We will be entitled to claim a tax deduction equal to the ordinary income recognized by a participant.

Compensation that qualifies as “performance-based” compensation is excluded from the $1 million deductibility cap of Code Section 162(m), and therefore remains fully deductible by the employer. We believe that compensation attributable to options and SARs granted under the 2016 Plan, as well as compensation under certain other awards which is conditioned upon achievement of performance goals set forth in the 2016 Plan, will be able to qualify as “performance-based” compensation and, as such, would not be subject to the deduction limitations of Section 162(m). A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation under the 2016 Plan will be fully deductible under all circumstances. In addition, compensation earned under certain types of awards permitted by the 2016 Plan, including, for example, restricted stock awards and deferred stock awards that

are not subject to performance-based vesting conditions, generally will not qualify for the 162(m) “performance based” compensation exemption and will be taken into account in applying the annual deduction limitation.

The 2016 Plan is intended to comply with Section 409A of the Code to the maximum extent permitted under the Code. Any payments described in the 2016 Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code will not be treated as deferred compensation unless required otherwise under applicable law. To the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the 2016 Plan during the six month period immediately following the award recipient’s “separation from service” as defined in Section 409A of the Code will instead be paid on the first payroll date after the six month anniversary of the recipient’s separation from service (or the recipient’s death, if earlier).

This summary provides only a general description of the application of Federal income tax laws to certain awards under the 2016 Plan. This discussion is intended for the information of stockholders considering how to vote at the annual meeting and not as tax guidance to participants in the 2016 Plan. The summary does not address the effects of gift, estate, excise and other federal taxes or taxes imposed under state, local, or foreign tax laws.

~~New Plan Benefits~~

~~On April 1, 2016, the Compensation Committee granted stock options to employees, none of which are executive officers, under the 2016 Plan, as shown in the table below, subject to~~

~~stockholder approval of the 2016 Plan. If our stockholders do not approve the 2016 Plan, these awards will be immediately forfeited, rescinded and cancelled.~~


~~Name and position~~	~~Shares~~
~~All employees, excluding executive officers, as a group (27 persons)~~		~~66,500~~

As noted above, participants in the 2016 Plan will generally be selected in the discretion of the Compensation Committee from among our employees, directors and consultants. Thus, except as set forth in the table above, the benefits or amounts that will be received by or allocated to any individual or group generally are

not determinable at this time. Please see the 2015 Grants of Plan-Based Awards table above for information about awards made to our named executive officers in the last year, including awards made under the 2006 Plan.

~~Required Vote~~

Our Board ~~of Directors~~ recommends that you vote “FOR” approval of the ~~2016 Plan.~~

Exculpation Amendment.


	44			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

60UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

~~Mr. Roberts, Mr. Gade,~~

PROPOSAL FIVE:
MISCELLANEOUS AMENDMENTS TO THE
CERTIFICATE OF INCORPORATION

The Board declared advisable and ~~Mr. Lentell each served as members~~adopted additional amendments to the Certificate of Incorporation to (1) provide that Board committees may be established by the Board by a majority of the ~~Compensation Committee for all or a portion of 2015. Each member is independent and no member~~quorum of the ~~Compensation Committee (1) has ever~~Board, (2) remove the indemnification provisions, which are addressed in our bylaws, (3) remove all references to the Series A Preferred Stock and (4) correct a typo (the “Miscellaneous Amendments”). In accordance with Rule 14a-4(a)(3) and the SEC’s Compliance and Disclosure Interpretations related thereto, the Miscellaneous Amendments are bundled together in this Proposal Five.

Pursuant to Section 141(c)(2) of the DGCL, corporations that have been ~~employed~~incorporated on or after July 1, 1996 (like the Company) may establish Board committees by ~~us,~~the vote of a majority of the quorum of the Board rather than by a majority of the whole Board as ~~an officer or otherwise, or~~ is currently provided in Article FIFTH, Section 1, paragraph (d) of the Certificate of Incorporation. We are proposing to amend the Certificate of Incorporation to provide that Board committees may be established by the vote of a majority of the quorum of the Board consistent with Section 141(c)(2) ~~other~~of the DGCL.

We also are proposing to amend the Certificate of Incorporation to remove the indemnification provisions, which are currently set forth in Article EIGHTH of the Certificate of Incorporation. Our bylaws currently include provisions related to the indemnification and advancement of expenses of directors and officers and provide greater detail than ~~with respect~~what is currently provided in the Certificate of Incorporation.

The Miscellaneous Amendments will also remove all references in the Certificate of Incorporation to ~~Mr. Lentell, as described under~~ the ~~heading “Related Person Transactions” below,~~

Series A Preferred Stock in Article FOURTH, Section 1 and Exhibit A to the Certificate of Incorporation which set forth the preferences, rights and limitations of the Series A Preferred Stock. No shares of the Series A Preferred Stock are currently outstanding.

~~has or had any relationship with us in 2015 requiring disclosure pursuant to SEC rules.~~ In addition, ~~during 2015, none~~the Miscellaneous Amendments will also correct a typo in Article FOURTH, Section (1), paragraph (7) the Certificate of Incorporation.

Accordingly, we ask our stockholders to vote on the following resolution: “RESOLVED, that the Company’s stockholders approve an amendment to the Certificate of Incorporation to amend the Certificate of Incorporation to effect the Miscellaneous Amendments as set forth in Annex A.

The foregoing description of the Miscellaneous Amendments does not purport to describe all of the terms of the Miscellaneous Amendments and is qualified in its entirety by the complete text of the proposed amendment to the Certificate of Incorporation, which is attached hereto as Annex A.

Our Board recommends that you vote “FOR” approval of the Miscellaneous Amendments.

UPBOUND GROUP, INC. - 2024 Proxy Statement61

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the common stock ownership for each of our directors, each of the named executive officers, ~~served as a member~~all of the compensation or similar committee or as a member of the board of directors of any other entity having an executive officer that also served on the Compensation Committee or Board of Directors of Rent-A-Center.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		45

~~RELATED PERSON TRANSACTIONS~~

~~Policy on Review and Approval of Transactions~~

~~with Related Persons~~

~~The Board has adopted a written statement of policy and procedures for the identification and review of transactions involving us and “related persons” (our~~our directors and executive officers ~~stockholders owning five percent or greater~~as a group, and each of our known holders of 5% of our common stock. Unless otherwise indicated and subject to community property laws where applicable, we believe that each of the stockholders named in the table below beneficially own the shares indicated as beneficially owned. Information in the table is as of April 9, 2024, unless otherwise indicated. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of April 9, 2024.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Common Stock
Jeffrey Brown		188,794(1)		*
Mitchell Fadel		910,015(2)		1.7%
Anthony Blasquez		62,176		*
Fahmi Karam		30,757		*
Molly Langenstein		4,335(3)		*
Harold Lewis		22,591(3)		*
Glenn Marino		33,984(3)		*
Carol McFate		33,365(3)		*
Tyler Montrone		43,488		*
Sudeep Gautam		1,148		*
Jen You		19,806(3)		*
All executive officers and directors as a group (14 total)		1,456,385		2.7%
BlackRock, Inc.		7,994,748(4)		14.6%(4)
FMR LLC		6,849,791(5)		12.6%(5)
The Vanguard Group		5,796,072(6)		10.6%(6)
Aaron Allred		5,102,682(7)		9.4%(7)

Less than 1%.

(1)

Includes 106,646 DSUs.

(2)

Includes 5,256 DSUs.

(3)

Comprised solely of DSUs.

(4)

The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York, 10001. BlackRock, Inc. exercises sole voting control over 7,854,039 of these shares and sole investment control over all 7,994,748 shares. This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 22, 2024.

(5)

The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. FMR LLC exercises sole voting control over 6,849,791 of these shares and sole investment control over all 6,849,791 shares. This information is based solely on information set forth in Schedule 13G/A filed with the SEC on February 9, 2024 by FMR LLC on behalf of itself and Abigail P. Johnson.

(6)

The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group exercises sole voting control over none of these shares, shared voting control over 101,825 of these shares, sole investment control over 5,641,979 of these shares, and shared investment control over 154,093 of these shares. This information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024.

(7)

The address of Mr. Allred is 13907 Minuteman Dr., 5th Floor, Draper, UT 84020. Includes 2,206,082 shares of our common stock owned by Mr. Allred in his personal capacity and 2,896,600 shares owned by Arklow Holdings, LLC of which Mr. Allred is a general member and manager. This information is based solely on information set forth in a Schedule 13G/A filed by Mr. Allred with the SEC on February 2, 2024.

62UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For each of the named executive officers’ ownership as reported in the table above, the following table sets forth: (1) common stock underlying restricted stock units that may vest within 60 days of April 9, 2024, (2) common stock underlying performance stock units that may vest within 60 days of April 9, 2024, assuming 100% of the target performance is achieved and (3) shares issuable upon the exercise of outstanding stock ~~immediate family members~~options that are exercisable within 60 days of ~~any~~April 9, 2024.

Name	Common Stock Underlying Restricted Stock Units		Common Stock Underlying Performance Stock Units		Shares Issuable upon Exercise of Options
Mitchell Fadel		—		—		276,215
Fahmi Karam		—		—		—
Anthony Blasquez		—		—		—
Tyler Montrone		—		—		—
Sudeep Gautam		—		—		—

UPBOUND GROUP, INC. - 2024 Proxy Statement63

TABLE OF CONTENTS

OTHER INFORMATION

Delinquent Section 16(a) Reports

Section 16(a) of the ~~foregoing, or any entity in which any~~Securities Exchange Act of 1934 and related rules of the ~~foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a five percent or greater beneficial ownership interest).~~

~~Our~~SEC require our directors and ~~executive~~Section 16 officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulations to ~~provide notice to our legal department~~furnish us with copies of ~~the facts and circumstances of any proposed transaction involving amounts greater than $50,000 involving them or their immediate family members~~all Section 16(a) reports that ~~may be deemed to be a related person transaction. Our legal department will then assess whether the proposed related person transaction requires approval pursuant to the policy and procedures. If our~~

legal department determines that any proposed, ongoing or completed transaction involves an amount in excess of $100,000 and is a related person transaction, our Chief Executive Officer and the Chairman of the Nominating and Corporate Governance Committee must be notified (unless it involves our Chief Executive Officer, in which case the Chairman of the Nominating and Corporate Governance Committee must be notified), for consideration at the next regularly scheduled meeting of the Nominating and Corporate Governance Committee. In certain instances, the Chairman of the Nominating and Corporate Governance Committee may pre-approve or ratify, as applicable, any related person transaction in which the aggregate amount involved is, or is expected to be, less than $500,000. The Nominating and Corporate Governance Committee or its Chairman, as applicable, will approve or ratify, as applicable, only those related person transactions that are in, or are not inconsistent with, our best interests and those of our stockholders.

~~Intrust Bank Relationship~~

J.V. Lentell, one of our directors, serves as Vice Chairman of the Board of Directors of Intrust Bank, N.A., one of our lenders. Intrust Bank, N.A. is a $15 million participant (total commitment) in our senior credit facility. We also maintain operational checking and other accounts, including a $20 million revolving line of credit, with Intrust Bank, N.A. In addition, Intrust Bank, N.A. serves as trustee of our 401(k) and deferred compensation plans. During

2015, we paid Intrust a total of $1.3 million in fees in connection with banking services provided by them, of which $0.9 million was for administration fees and trustee fees for our 401(k) and deferred compensation plans. The total fees paid to Intrust during 2015 constituted less than 1% of Intrust’s annual revenue for the year ended December 31, 2015.

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

they file. Based on a review of reports filed by ~~our directors, executive officers and beneficial owners of more than 10% of our shares of common stock,~~those persons, and upon representations from those persons, we believe that all SEC stock ownership reports required to be filed by those reporting persons during and with respect to ~~2015~~2023 were timely made.


	46			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

Annual Report on Form 10-K

The ~~following table sets forth~~Company has filed with the ~~common stock ownership~~SEC an Annual Report on Form 10-K for ~~each of our directors, each~~the year ended December 31, 2023 (which is not a part of the ~~named executive officers who are currently employed by us, all~~Company’s proxy soliciting materials), a copy of which is available on our ~~directors and executive officers as~~website at https://investor.upbound.com/financials-filings/sec-filings. The Company will provide without charge a group, and each of our known 5% stockholders. Beneficial ownership is determined in accordance with SEC rules and regulations. Unless otherwise indicated and subject to community property laws where applicable, we believe that eachcopy of the ~~stockholders named in~~Company’s Annual Report on Form 10-K for the ~~table below~~year ended December 31, 2023 upon the written request of a stockholder to the Corporate Secretary, Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024.

“Householding” of Proxy Materials

The SEC has ~~sole voting~~adopted rules that permit companies and ~~investment power~~intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements, annual reports and Notices with respect to two or more stockholders sharing the same address by delivering a single copy of any such proxy statement, annual report or Notice addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. If you are an affected stockholder and no longer wish to participate in householding, or if you are receiving multiple copies of the proxy statement or the Notice and wish to receive only one, please notify your broker if your shares ~~indicated as beneficially owned. Information~~are held in a brokerage account, or the Company if you are the record holder of your shares. Such a notification to the Company may be submitted to the Upbound Legal Department in writing at Attn: Legal Department, Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024, or by calling 972-801-1100. Additionally, we will deliver promptly to any affected stockholder, upon his or her written request made to the address in the ~~table is as~~preceding sentence, an additional copy of ~~February 22, 2016, unless otherwise indicated.~~

Name of Beneficial Owner    Amount and Nature
of Beneficial Ownership Percent
Mark E. Speese
   1,279,493 ⁽¹⁾ 2.4
Robert D. Davis
   168,146 ⁽²⁾ *
Michael J. Gade
   36,811 ⁽³⁾ *
Rishi Garg
   –
Jeffery M. Jackson
   37,111 ⁽⁴⁾ *
J.V. Lentell
   49,411 ⁽⁵⁾ *
Steven L. Pepper
   14,085 ⁽⁶⁾ *
Leonard H. Roberts
   39,911 ⁽⁷⁾ *
Paula Stern, Ph.D.
   24,411 ⁽⁸⁾ *
Guy J. Constant
   16,024 ⁽⁹⁾
Mark E. Denman
   17,593 ⁽¹⁰⁾ *
Fred E. Herman
   29,216 ⁽¹¹⁾ *
Christopher A. Korst
   65,877 ⁽¹²⁾ *
Charles J. White
   35,606 ⁽¹³⁾ *
BlackRock, Inc.
   4,608,490 ⁽¹⁴⁾ 8.7
Classic Fund Management Aktiengesellschaft
   2,655,085 ⁽¹⁵⁾ 5.0
Dimensional Fund Advisors LP
   4,474,707 ⁽¹⁶⁾ 8.4
FMR LLC
   3,900,000 ⁽¹⁷⁾ 7.3
The Vanguard Group
   3,512,270 ⁽¹⁸⁾ 6.6
All named executive officers and directors as a group (12 total)
   1,813,695    3.4

*	~~Less than 1%.~~

~~(1)~~

Represents (a) 1,044,627 shares held directly, (b)120,618 shares issuable pursuant to currently exercisable options, (c) 101,137 shares held directly by Mr. Speese’s spouse, and (d) 13,111 deferred stock units.

~~(2)~~

~~Represents (a) 56,333 shares held directly, (b) 108,997 shares issuable pursuant to currently exercisable options, and (c) 2,816 shares held pursuant to our 401(k) Plan (as of December 31, 2015).~~

~~(3)~~

~~Represents (a) 2,400 shares held directly, (b) 10,000 shares issuable pursuant to currently exercisable options, and (c) 24,411 deferred stock units.~~

~~(4)~~

~~Represents (a) 3,700 shares held directly, (b) 9,000 shares issuable pursuant to currently exercisable options and (c) 24,411 deferred stock units.~~

~~(5)~~

~~Represents (a) 15,000 shared held directly; (b) 10,000 shares issuable pursuant to currently exercisable options, and (b) 24,411 deferred stock units.~~

~~(6)~~

~~Represents 14,085 deferred stock units.~~

~~(7)~~

~~Represents (a) 1,500 shares held directly, (b) 14,000 shares issuable pursuant to currently exercisable options, and (c) 24,411 deferred stock units.~~

~~(8)~~

~~Represents 24,411 deferred stock units.~~

~~(9)~~

~~Represents (a) 10,000 shares held directly and (b) 6,024 shares issuable pursuant to currently exercisable options.~~

~~(10)~~

Represents (a) 2,191 shares held directly, (b) 14,673 shares issuable pursuant to currently exercisable options, (c) 719 shares held pursuant to our 401(k) Plan (as of December 31, 2015), and (d) 10 shares held in our non-qualified deferred compensation plan (as of December 31, 2015).

~~(11)~~

~~Represents (a) 5,236 shares held directly and (b) 23,980 shares issuable pursuant to currently exercisable options.~~

~~(12)~~

~~Represents (a) 10,997 shares held directly, (b) 53,637 shares issuable pursuant to currently exercisable options, and (c) 1,243 shares held pursuant to our 401(k) Plan (as of December 31, 2015).~~

~~(13)~~

Represents (a) 5,398 shares held directly, (b) 27,213 shares issuable pursuant to currently exercisable options, (c) 2,734 shares held pursuant to our 401(k) Plan (as of December 31, 2015), and (d) 261 shares held in our non-qualified deferred compensation plan (as of December 31, 2015).

~~(14)~~

The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York, 10022. BlackRock, Inc. exercises sole voting control over 4,431,710 of these shares and sole investment control over all 4,608,490 shares. This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission on January 27, 2016.

~~(15)~~

The address of Classic Fund Management Aktiengesellschaft is Raetikonstrasse 33, FL-9490 Vaduz, Principality of Liechtenstein. Classic Fund Management exercises sole voting and investment control over all 2,655,085 shares. This information is based on a Schedule 13G filed by Classic Fund Management with the Securities and Exchange Commission on February 19, 2016.

~~(16)~~

The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional Fund Advisors LP exercises sole voting control over 4,356,044 of these shares and sole investment control over all 4,474,707 shares. This information is based on a Schedule 13G/A filed by Dimensional Fund Advisors LP with the Securities and Exchange Commission on February 9, 2016.

~~(17)~~

The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. FMR LLC exercises sole voting and investment control over all 3,900,000 shares. This information is based on a Schedule 13G/A filed by FMR LLC with the Securities and Exchange Commission on March 10, 2016.

~~(18)~~

The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group exercises sole voting control over 67,216 of these shares, shared voting control over 3,500 of these shares, sole investment control over 3,444,554 of these shares, and shared investment control over 67,716 of these shares. This information is based on a Schedule 13G/A filed by The Vanguard Group with the Securities and Exchange Commission on February 10, 2016.


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		47

~~SUBMISSION OF STOCKHOLDER PROPOSALS~~

the proxy statement, annual report and/or Notice.

Submission of Stockholder Proposals

From time to time, stockholders may seek to nominate directors or present proposals for inclusion in the proxy statement and form of proxy for consideration at an annual stockholders meeting. To be included in the proxy statement or considered at an annual or any special meeting, you must timely submit nominations of directors or proposals, in addition to meeting other legal requirements.

We must receive proposals pursuant to Rule 14a-8 for possible inclusion in the Company’s proxy statement related to the ~~2017~~2025 annual stockholders meeting no

later than December ~~19, 2016. Proposals~~24, 2024, and such proposals must otherwise comply with Rule 14a-8 under the Exchange Act.

Pursuant to our bylaws, subject to certain limited exceptions, other proposals for possible consideration at the ~~2017~~2025 annual stockholders meeting, including proposals for the nomination of one or more directors, must be received in writing by us no earlier than the close of business on February 4, ~~2017,~~2025, and no later than the close of business on March 6, ~~2017. The 2017 annual stockholders~~2025. Any such proposal must be in proper form as specified in our bylaws, must be submitted by a stockholder of the Company meeting ~~is expected to take place on June 8, 2017.~~ the requirements set forth in our bylaws and must comply with the rules of the SEC concerning stockholder proposals.

Direct any proposals, as well as related questions, to the Corporate Secretary, ~~Rent-A-Center,~~Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024.

To comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 5, 2025. Please note that the advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirements under our bylaws.

Our bylaws permit stockholders to nominate directors for election at an annual stockholder meeting without having been included in our proxy statement. To make such a nomination, the stockholder must deliver a notice to our Secretary in

64UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS 

OTHER ~~BUSINESS~~

INFORMATION

accordance with our bylaws, which, in general, require that the notice be received by our Secretary within the time period described above with respect to a stockholder proposal that is submitted for presentation directly at the 2025 annual meeting but not intended to be included in our Proxy Statement under Rule 14a-8. The stockholder and nominee must also provide information in the notice and satisfy the other requirements specified in our bylaws. In addition to satisfying all of the requirements under our bylaws, any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 annual meeting must also comply with all applicable requirements of Rule 14a-19 under the Exchange Act.

Other Business

The Board does not intend to bring any business before the annual stockholders meeting other than the matters referred to in this ~~notice~~proxy statement and at this date has not been informed of any matters that may be presented to the annual stockholders meeting by others. If, however, any other matters properly come before the annual stockholders meeting, or any adjournments or postponement thereof, it is intended that the persons named in the accompanying proxy solicited by the board will vote pursuant to the proxy in accordance with their best judgment on such matters.

PLEASE VOTE –— YOUR VOTE IS IMPORTANT


	48			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

UPBOUND GROUP, INC. - 2024 Proxy Statement65

TABLE OF CONTENTS~~APPENDIX A~~

~~RENT-A-CENTER,~~

ANNEX A:

CERTIFICATE OF INCORPORATION AMENDMENT

(See attached)

A-1UPBOUND GROUP, INC.~~2016 LONG-TERM INCENTIVE PLAN~~

1.~~Purpose. The purpose of the plan is~~ - 2024 Proxy Statement

TABLE OF CONTENTS

ANNEX A: CERTIFICATE OF INCORPORATION AMENDMENT

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UPBOUND GROUP, INC.

(Pursuant to foster the ability of Rent-A-Center, Inc. (the “Company”) and its subsidiaries to attract, motivate and retain key personnel and enhance stockholder value through the use of certain equity and cash incentive compensation opportunities. The plan replaces the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (the “2006 Plan”), but the adoption of and effectiveness of the plan will not affect the terms and conditions of any outstanding awards granted under the 2006 Plan.

2.~~Administration~~.

~~(a)Committee. The plan will be administered by the compensation committee of the Company’s board of directors (the “Committee”).~~

~~(b)Responsibility and Authority of Committee~~. Subject to the provisions of the plan, the Committee, acting in its discretion, will have responsibility and full power and authority to (1) select the persons to whom awards will be made, (2) prescribe the terms and conditions of each award and make amendments thereto, (3) construe, interpret and apply the provisions of the plan and of any agreement or other document governing the terms of an award made under the plan, and (4) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the plan. Notwithstanding the foregoing, the Company’s board of directors will have sole responsibility and authority for matters relating to the grant and administration of awards to non-employee directors, and reference herein to the Committee with respect to any such matters will be deemed to refer to the board of directors. In exercising its responsibilities under the plan, the Committee may obtain at the Company’s expense such advice, guidance and other assistance from outside compensation consultants and other professional advisers as it deems appropriate.

~~(c)Delegation of Authority~~. Subject to the requirements of applicable law, the Committee may delegate to any person or group or subcommittee of persons (who may, but need not be, members of the Committee) such plan-related functions within the scope of its responsibility, power and authority on such terms and conditions as it deems appropriate;~~provided, however~~~~, that the Committee may not delegate authority to grant or administer awards granted to the Company’s senior executive officers.~~

~~(d)Committee Actions~~. A majority of the members of the Committee shall constitute a quorum. The Committee may act by the vote of a majority of its members present at a meeting at which there is a quorum or by unanimous written consent. The decision of the Committee as to any disputed question, including questions of construction, interpretation and administration, shall be final and conclusive on all persons. The Committee shall keep a record of its proceedings and acts and shall keep or cause to be kept such books and records as may be necessary in connection with the proper administration of the plan.

~~(e)Indemnification~~. The Company shall indemnify and hold harmless each member of the Committee or subcommittee appointed by the Committee and any employee or director of the Company or of a subsidiary to whom any duty or power relating to the administration or interpretation of the plan is delegated from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the board of directors), damage and expense, including legal and other expenses incident thereto, arising out of or incurred in connection with the such person’s services under the plan, unless and except to the extent attributable to such person’s fraud or willful misconduct.

3.~~Eligibility. Plan awards may be made to any present or future directors, officers, employees, consultants and other personnel of the Company or a subsidiary.~~

4.~~Limitations on Plan Awards~~.

~~(a)Aggregate Share Limitations~~. The aggregate number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to awards granted under the plan shall not exceed 6,500,000 shares of Common Stock, and such total may be issued under the plan covering a stock option granted as an “incentive stock option” (within the meaning of Section ~~422 of the Internal Revenue Code of 1986). In applying this limitation:~~

~~(i) Any shares of Common Stock granted in connection with an award of stock options or stock appreciation rights shall be counted against this limit as one (1) share;~~

(ii) Any shares of Common Stock granted in connection with awards of restricted stock, restricted stock units, deferred stock or similar forms of stock award other than stock options or stock appreciation rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such awards; and


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		~~A-1~~

(iii) No shares of Common Stock will be deemed to have been issued if (A) such shares are covered by the unexercised portion of an option that terminates, expires, or is canceled or settled in cash, or (B) such shares are forfeited or subject to awards that are forfeited, canceled, terminated or settled in cash.

~~(b)Individual Employee Limitations~~. In any calendar year, (1) no employee will be granted options and/or stock appreciation rights under the plan covering more than 800,000 shares of Common Stock; (2) no employee will be granted performance-based equity incentive awards (other than options and stock appreciation rights), as described in Section 9, covering more than 800,000 shares of Common Stock; and (3) no employee will be granted performance-based cash awards, as described in Section 9, for more than $5,000,000.

5.~~Stock Option Awards. Subject to the plan, the Committee may grant stock options to such persons, at such times and upon such vesting and other conditions as the Committee, acting in its discretion, may determine.~~

~~(a)Minimum Exercise Price~~. The purchase price per share of Common Stock covered by an option granted under the plan may not be less than the fair market value per share on the date the option is granted. If the Common Stock is listed on an established stock exchange or traded on the Nasdaq Stock Market, the fair market value per share shall be the closing sales price (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in~~The Wall Street Journal~~ or such other source as the Committee deems reliable. The exercise price under an option which is intended to qualify as an “incentive stock option” (within the meaning of Section 422 of the Internal Revenue Code of 1986) granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code, may not be less than 110% of the fair market value per share on the date the option is granted.

~~(b)Maximum Duration~~. Unless sooner terminated in accordance with its terms, an option will automatically expire on the tenth anniversary of the date it is granted (the fifth anniversary of the date it is granted in the case of an option which is intended to qualify as an “incentive stock option” granted to an employee who is a 10% stockholder).

~~(c)Nontransferability~~. No option shall be assignable or transferable except upon the optionee’s death to a beneficiary designated by the optionee in a manner prescribed or approved for this purpose by the Committee or, if no designated beneficiary shall survive the optionee, pursuant to the optionee’s will or by the laws of descent and distribution. During an optionee’s lifetime, options may be exercised only by the optionee or the optionee’s guardian or legal representative. Notwithstanding the foregoing, the Committee may permit the inter vivos transfer of an optionee’s options (other than options designated as “incentive stock options”) by gift to any “family member” (within the meaning of Item A.1.(a)(5)242 of the General ~~Instructions to Form S-8 or any successor provision), on such terms and conditions as the Committee deems appropriate.~~

~~(d)Manner of Exercise. An option may be exercised by transmitting to the Secretary~~Corporation Law of the ~~Company (or such other person designated~~State of Delaware)

Upbound Group, Inc., a Delaware corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Article Fourth, Section I, paragraph (7) of the Certificate of Incorporation of the Corporation, as amended, (the “Certificate”) is hereby amended to add the word “or” prior to clause (b).

2. Article Fifth, Section (1), paragraph (d) of the Certificate is hereby amended in its entirety to read as follows:

“(d) to designate by resolution or resolutions passed by the ~~Committee) a written notice identifying the option being exercised and specifying the number~~Board of ~~shares being purchased, together with payment~~Directors one or more committees, each committee to consist of the exercise price and the amount of the applicable tax withholding obligations (unless other arrangements are made for the payment of such exercise and/or the satisfaction of such withholding obligations). The Committee, acting in its discretion, may permit the exercise price and withholding obligation to be paid in whole or in part in cash or by check, by means of a cashless exercise procedure to the extent permitted by law, by the surrender of previously-owned shares of Common Stock (to the extent of the fair market value thereof) or, subject to applicable law, by any other form of consideration deemed appropriate.

~~(e)Rights as a Stockholder~~. No shares of stock will be issued in respect of the exercise of an option until payment of the exercise price and the applicable tax withholding obligations are been made or arranged to the satisfaction of the Company. The holder of an option shall have no rights as a stockholder with respect to any shares covered by the option until the shares are issued pursuant to the exercise of the option.

6.~~Stock Awards~~. Subject to the plan, the Committee may grant restricted stock, deferred stock, stock units, stock bonus and other stock awards to such persons, at such times and upon such vesting and other conditions and restrictions as the Committee, acting in its discretion, may determine.

~~(a)Minimum Purchase Price. The consideration payable for shares transferred pursuant to a stock award must be no less than the minimum consideration (if any) required by applicable law.~~

~~(b)Stock Certificates for Restricted Stock~~. Shares of restricted stock issued pursuant to a stock award may be evidenced by book entry on the Company’s stock transfer records or by a stock certificate issued in the recipient’s name and bearing an appropriate legend regarding the conditions and restrictions applicable to the shares. The Company may require that stock


	~~A-2~~			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

certificates for restricted shares be held in custody by the Company or a designee pending the lapse of applicable forfeiture conditions and transfer restrictions. The Committee may condition the issuance of shares of restricted stock on the recipient’s delivery to the Company of a stock power, endorsed in blank, for such shares.

~~(c)Stock Certificates for Vested Stock~~. The recipient of a stock award which is vested at the time of grant or which thereafter becomes vested will be entitled to receive a certificate, free and clear of conditions and restrictions (except as may be imposed in order to comply with applicable law) for the shares covered by such vested award, subject to the payment or satisfaction of applicable tax withholding obligations and, in the case of shares covered by a vested stock unit award, subject to applicable deferral conditions permitted by Section 409A of the Code.

~~(d)Rights as a Stockholder~~. Unless otherwise determined by the Committee, (1) the holder of a stock award will not be entitled to receive dividend payments (or, in the case of an award of stock units, dividend equivalent payments) with respect to the shares covered by the award and (2) the holder of shares of restricted stock may exercise voting rights pertaining to such shares. The Committee may impose vesting and deferral conditions on the payment of dividends, corresponding to the vesting and deferral conditions applicable to the corresponding stock award.

~~(e)Nontransferability~~. Except as may be specifically permitted by the Committee in connection with transfers at death or pursuant to inter vivos gifts, no outstanding stock award and no shares of stock covered by an outstanding stock award may be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated other than to the Company in accordance with the terms of the award or the plan. Any attempt to do any of the foregoing shall be null and void and, unless the Committee determines otherwise, shall result in the immediate forfeiture of the award and/or the shares.

7.~~Other Equity-Based Awards~~. The Committee may grant stock appreciation rights, dividend equivalent payment rights, phantom shares, phantom stock units, bonus shares and other forms of equity-based awards to eligible persons, subject to such terms and conditions as it may establish;~~provided, however~~ that no dividend or dividend equivalent payment rights shall be attributable to awards of stock appreciation rights or stock options. The base price for a stock appreciation right granted under the plan may not be less than the fair market value per share of stock covered by the award at the time it is granted. Unless sooner termination in accordance with its terms, a stock appreciation right will automatically expire on the tenth anniversary of the date it is granted. Awards made pursuant to this section may entail the transfer of shares of Common Stock to a participant or the payment in cash or other property determined with reference to shares of Common Stock.

8.~~Cash Awards~~. The Committee may grant awards in cash with the amount of the eventual payment subject to future service and such other restrictions and conditions as may be established by the Committee and set forth in the underlying agreement, including, but not limited to, continuous service with the Company and its subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other measurements of performance.

9.~~Performance-Based Equity and Cash Awards~~.

~~(a)General~~. The Committee may condition the grant, exercise, vesting or settlement of equity-based awards on the achievement of specified performance goals in accordance with this section. The Committee may also condition the grant, vesting or payment of annual and long-term cash incentive awards on the achievement of specified performance goals in accordance with this section. The applicable performance period for measuring achievement of specified performance goals may be any period designated by the Committee. Notwithstanding any other provision of the plan to the contrary, any dividend equivalents payable with respect to a performance-based equity award shall either be deferred and held in escrow until the achievement of the applicable performance goal(s) or automatically deemed reinvested in additional performance-based equity awards subject to achievement of the applicable performance goal(s).

~~(b)Objective Performance Goals~~. A performance goal established in connection with an award covered by this section must be (1) objective, so that a third party having knowledge of the relevant facts could determine whether the goal is met, (2) prescribed in writing by the Committee before the beginning of the applicable performance period or at such later date when fulfillment is substantially uncertain not later than 90 days after the commencement of the performance period and in any event before completion of 25% of the performance period, and (3) based on any one or more of the ~~following business criteria:~~

~~(i) total revenue or any key component thereof;~~

(ii) operating income, pre-tax or after-tax income from continuing operations; earnings before interest, taxes and amortization (i.e. EBITA); earnings before interest, taxes, depreciation and amortization (i.e. EBITDA); or net income;

~~(iii) cash flow (including, without limitation, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations or cash flow in excess of cost of capital);~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		~~A-3~~

~~(iv) earnings per share or earnings per share from continuing operations (basic or diluted);~~

~~(v) return on capital employed, return on invested capital, return on assets or net assets;~~

~~(vi) after-tax return on stockholders’ equity;~~

~~(vii) economic value created;~~

~~(viii) operating margins or operating expenses;~~

~~(ix) value~~directors of the ~~Common Stock~~Corporation, which, to the extent provided in said resolution or ~~total return to stockholders;~~

~~(x) value of an investment~~resolutions or in the ~~Common Stock assuming~~Bylaws of the ~~reinvestment~~Corporation shall have and may exercise the power of ~~dividends;~~

~~(xi) strategic business criteria, consisting~~the Board of ~~one or more objectives based on meeting specified market penetration goals, geographic business expansion goals, cost targets,~~Directors in the management of ~~employment practices~~the business and ~~employee benefits,~~affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place a seal. Such committee or ~~supervision~~committees shall have such name or names as may be stated in the Bylaws of ~~litigation~~the Corporation or ~~information technology goals,~~as may be determined from time to time by resolutions adopted by the Board of Directors.”

3. Article Seventh of the Certificate is hereby amended in its entirety to read as follows:

“SEVENTH: A director or ~~goals relating~~officer of the Corporation shall not be liable to ~~acquisitions~~the Corporation or ~~divestitures~~its stockholders for monetary damages for breach of ~~subsidiaries, affiliates~~fiduciary duty as a director or ~~joint ventures; and/or~~

~~(xii) a combination of any~~officer, except to the extent such exemption from liability or ~~all~~limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing ~~criteria.~~

~~A performance goal applicable to an Award may provide for~~sentence shall not adversely affect any right or protection of a ~~targeted level~~director or ~~levels~~officer of ~~achievement measured on a GAAP~~the Corporation hereunder in respect of any act or ~~non-GAAP basis, as determined by the Committee. A performance goal also may (but is not required to) be based solely by reference~~omission occurring prior to the ~~performance~~time of such amendment, modification or repeal.”

4. Article Eighth of the ~~individual,~~Certificate is hereby amended in its entirety to read as follows:

“EIGHTH: [Reserved]”

5. The Certificate is hereby amended by deleting the ~~Company as a whole or any subsidiary, division, business segment or business unit~~third sentence of the ~~Company, or any combination thereof or based upon~~first paragraph of Article Fourth, Section I and Exhibit A (the Certificate of Designations, Preferences and Relative Rights and Limitations of Series A Preferred Stock) to the ~~relative performance~~Certificate in their entirety.

6. The foregoing amendments to the Amended and Restated Certificate of ~~other companies or upon comparisons of any~~Incorporation of the indicators of performance relative to a peer group of other companies. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the performance goals applicable to an Award. Such adjustments may include one or more of the following: (1) items related to a change in accounting principle; (2) items relating to financing activities; (3) expenses for restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items attributable to the business operations of any entity acquired by the Company during the applicable performance period; (7) items related to the disposal of a business or segment of a business; (8) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (9) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the applicable performance period; (10) any other items of significant income or expense which are determined to be appropriate adjustments; (11) items relating to unusual or extraordinary corporate transactions, events or developments, (12) items related to amortization of acquired intangible assets; (13) items that are outside the scope of the Company’s core, on-going business activities; (14) items relating to changes in tax laws; (15) items relating to asset impairment charges; (16) items relating to gains or losses for litigation, arbitration and contractual settlements; or (17) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions.

~~(c)Calculation of Performance-Based Award~~. At the expiration of the applicable performance period, the Committee shall determine the extent to which the performance goals established pursuant to this Section are achieved and the extent to which each performance-based award has been earned. The Committee may not exercise its discretion to increase the amount or value of an award that would otherwise be payableCorporation were duly adopted in accordance with the ~~terms~~provisions of ~~a performance-based award made~~Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]

UPBOUND GROUP, INC. - 2024 Proxy StatementA-2

TABLE OF CONTENTS

ANNEX A: CERTIFICATE OF INCORPORATION AMENDMENT

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this day of June 2024.

UPBOUND GROUP, INC.

By:

Name:

Title:

A-3UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS

ANNEX B:

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(See attached)

UPBOUND GROUP, INC. - 2024 Proxy StatementB-1

TABLE OF CONTENTS

ANNEX B: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

This proxy statement contains certain financial information determined by methods other than in accordance with ~~this section.~~

~~10.Minimum Vesting Period~~. Notwithstanding any other provision of the plan to the contrary, awards of stock options, stock appreciation rights, restricted stock units, restricted stock and dividend equivalent rights, shall not vest or be exercisable (in the case of stock options and stock appreciation rights)U.S. Generally Accepted Accounting Principles (GAAP), earlier than the date that is one year following the date the award is made; provided, however, that, notwithstanding the foregoing, (a) the Committee may provide that such restrictions may lapse or be waived upon the recipient’s death, disability or termination of service, or in connection with an “exchange transaction” (as defined in Section 12(c), below), (b) awards of stock options, stock appreciation rights, restricted stock units and restricted stock that result in the issuance of an aggregate of up to five percent (5%) of the shares of Common Stock that may be authorized for grant under Section 4 (as such authorized number of shares of Common Stock may be adjusted as provided under the terms of the plan) may be granted without respect to such minimum vesting provision, and (c) awards of stock options, stock appreciation rights, restricted stock units and restricted stock may be granted to non-employee directors without respect to such minimum vesting provision.

~~11.Prohibition on Stock Option and Stock Appreciation Right Repricing. Except as provided in Section 12, the Committee may not, without prior approval of the Company’s stockholders, effect any repricing of any previously granted “underwater” stock~~


	~~A-4~~			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~

option or stock appreciation right by: (a) amending or modifying the terms of the stock option or stock appreciation right to lower the exercise price; (b) cancelling the underwater stock option or stock appreciation right and granting eitherincluding (1) replacement stock options or stock appreciation rights having a lower exercise price, or (2) restricted stock, restricted stock units, or other stock-based award in exchange, or (3) cancelling or repurchasing the underwater stock options or stock appreciation rights for cash or other securities. A stock option or stock appreciation right will be deemed to be “underwater” at any time when the fair market value of the shares of Common Stock covered by such award is less than the exercise price of the award.

~~12.Capital Changes, Reorganization, Sale~~.

~~(a)Adjustments Upon Changes in Capitalization~~. The aggregate number and class of shares issuable under the plan, the maximum number of shares with respect to which options, stock appreciation rights and other equity awards may be granted to or earned by any employee in any calendar year, the number and class of shares and the exercise price or base priceNon-GAAP diluted earnings per share ~~covered by each outstanding option and stock appreciation right, and the number and class of shares covered by each outstanding deferred stock unit~~(net earnings or ~~other-equity-based award, and any per-share base or purchase price or target market price included in the terms of any such award, and related terms shall be~~loss, as adjusted to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a split-up or consolidation of shares or any like capital adjustment, or the payment of any stock dividend, and/or to reflect a change in the character or class of shares covered by the plan arising from a readjustment or recapitalization of the Company’s capital stock.

~~(b)Cash, Stock or Other Property~~ for ~~Stock. Except as otherwise provided in this section, in the event of an “exchange transaction”~~special items (as defined below), all optionees shall be permitted to exercise their outstanding options in whole or in part (whether or not otherwise exercisable) immediately prior to such exchange transaction, and any outstanding options which are not exercised before the exchange transaction shall thereupon terminate. Notwithstanding the preceding sentence, if, as partnet of an exchange transaction, the stockholders of the Company receive capital stock of another corporation (“exchange stock”) in exchange for their shares of Common Stock (whether or not such exchange stock is the sole consideration), and if the Company’s board of directors, acting in its discretion, so directs, then all outstanding options shall be converted in whole or in part into options to purchase shares of exchange stock. The amount and price of such converted options shall be determinedtaxes, divided by ~~adjusting the amount and price of the options granted hereunder on the same basis as the determination of~~ the number of shares of ~~exchange~~our common stock on a fully diluted basis), (2) Adjusted EBITDA (net earnings before interest, taxes, stock-based compensation, depreciation and amortization, as adjusted for special items and the ~~holders of outstanding Common Stock~~annual cash incentive) on a consolidated and segment basis, (3) Adjusted EBITDA Margin and (4) Free Cash Flow. “Special items” refers to certain gains and charges we view as extraordinary, unusual or non-recurring in nature or which we believe do not reflect our core business activities. For the periods presented herein, these special items are ~~entitled to receive~~described in the ~~exchange transaction~~quantitative reconciliation tables included below in this Annex B. Because of the inherent uncertainty related to these special items, management does not believe it is able to provide a meaningful forecast of the comparable GAAP measures or reconciliation to any forecasted GAAP measure without unreasonable effort. These non-GAAP measures are additional tools intended to assist our management in comparing our performance on a more consistent basis for purposes of business decision making by removing the impact of certain items management believes do not directly reflect our core operations. These measures are intended to assist management in evaluating operating performance and ~~unless the Company’s board~~liquidity, comparing performance and liquidity across periods, planning and forecasting future business operations, helping determine levels of ~~directors determines otherwise, the vesting conditions~~operating and capital investments and identifying and assessing additional trends potentially impacting our Company that may not be shown solely by comparisons of GAAP measures. As discussed in this proxy statement, Adjusted EBITDA is also used as part of our incentive compensation program for our executive officers and others. We believe these non-GAAP financial measures also provide supplemental information that is useful to investors, analysts and other external users of our consolidated financial statements in understanding our financial results and evaluating our performance and liquidity from period to period. However, non-GAAP financial measures have inherent limitations and are not substitutes for, or superior to, GAAP financial measures and they should be read together with, ~~respect~~our consolidated financial statements prepared in accordance with GAAP. Further, because non-GAAP financial measures are not standardized, it may not be possible to compare such measures to the converted options shall be substantially the same as the vesting conditions set forth in the original option agreement. The board of directors, acting in its discretion, may accelerate vesting of non-vested stock awards andnon-GAAP financial measures presented by other awards, provide for cash settlement of and/or make such other adjustments to the terms of any outstanding award (including, without limitation, outstanding options) as it deems appropriate in the context of an exchange transaction, taking into account, as applicable, the manner in which outstanding options are being treated.

~~(c)Definition of Exchange Transaction. For purposes hereof, the term “exchange transaction” means a merger (other than a merger of the Company in which the holders of the Common Stock immediately prior to the merger~~companies, even if they have the same ~~proportionate ownership~~or similar names.

Reconciliation of ~~common stock~~net (loss) earnings to net earnings excluding special items and non-GAAP diluted earnings per share

	Year Ended December 31, 2023
(In thousands)	Gross Profit			Operating Profit			Earnings Before Income Tax			Tax Expense			Net (Loss) Earnings			Diluted (Loss) Earnings per Share
GAAP Results		$	2,022,258		$	162,865		$	52,867		$	58,046		$	(5,179)		$	(0.09)
Plus: Special Items
Acima equity consideration vesting			—			137,507			137,507			(28,876)			166,383			2.95
Acima acquired assets depreciation and amortization(1)			—			72,934			72,934			45,826			27,108			0.48
Accelerated software depreciation			—			9,218			9,218			5,792			3,426			0.06
Legal settlements			—			319			319			200			119			—
Other(2)			—			(3,069)			(3,069)			(1,928)			(1,141)			(0.02)
Discrete income tax items			—			—			—			(9,546)			9,546			0.17
Non-GAAP Adjusted Results		$	2,022,258		$	379,774		$	269,776		$	69,514		$	200,262		$	3.55

(1)

Includes amortization of approximately $57.0 million related to the total fair value of acquired intangible assets and incremental depreciation of approximately $15.9 million.

(2)

Represents interest income on tax refunds for prior years received in 2023.

B-2UPBOUND GROUP, INC. - 2024 Proxy Statement

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ANNEX B: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

	Year Ended December 31, 2022
(In thousands)	Gross Profit			Operating Profit			Earnings Before Income Tax			Tax Expense			Net Earnings			Diluted Earnings per Share
GAAP Results		$	2,079,532		$	148,538		$	61,471		$	49,114		$	12,357		$	0.21
Plus: Special Items
Acima equity consideration vesting			—			143,210			143,210			15,431			127,779			2.16
Acima acquired assets depreciation and amortization(1)			(2,853)			77,939			77,939			8,397			69,542			1.18
IT asset disposals			—			5,808			5,808			626			5,182			0.09
Cost savings initiatives			—			1,726			1,726			186			1,540			0.03
Store closure costs			—			1,368			1,368			147			1,221			0.02
Retail partner conversion losses			—			1,169			1,169			126			1,043			0.02
State tax audit assessment reserves			—			1,165			1,165			126			1,039			0.02
Hurricane impacts			—			249			249			27			222			—
Acima transaction costs			—			187			187			20			167			—
Legal settlements			—			(181)			(181)			(20)			(161)			—
Other			—			(210)			(210)			(23)			(187)			—
Discrete income tax items			—			—			—			1,532			(1,532)			(0.03)
Non-GAAP Adjusted Results		$	2,076,679		$	380,968		$	293,901		$	75,689		$	218,212		$	3.70

(1)

Includes amortization of approximately $64.9 million related to the total fair value of acquired intangible assets, incremental depreciation of approximately $15.9 million related to the fair value increase over net book value for acquired software assets, and a depreciation credit adjustment of approximately $(2.9) million related to a step-down of estimated fair value below net book value for acquired lease merchandise.

Reconciliation of net earnings (loss) to Adjusted EBITDA (consolidated and by segment)

	Year Ended December 31, 2023
(In thousands)	Rent-A- Center			Acima			Mexico			Franchising			Corporate			Consolidated
Net earnings (loss)		$	273,518		$	235,480		$	4,846		$	17,087		$	(536,110)		$	(5,179)
Plus: Interest, net			—			—			—			—			109,998			109,998
Plus: Income tax expense			—			—			—			—			58,046			58,046
Operating profit (loss)			273,518			235,480			4,846			17,087			(368,066)			162,865
Plus: Amortization, Depreciation			18,816			1,661			1,206			146			29,492			51,321
Plus: Stock-based compensation			—			—			—			—			24,609			24,609
Plus: Special Items
Acima equity consideration vesting			—			—			—			—			137,507			137,507
Acima acquired assets depreciation and amortization(1)			—			57,048			—			—			15,886			72,934
Accelerated software depreciation			—			—			—			—			9,218			9,218
Legal settlements			—			—			—			—			319			319
Other(2)			—			—			—			—			(3,069)			(3,069)
Adjusted EBITDA(3)		$	292,334		$	294,189		$	6,052		$	17,233		$	(154,104)		$	455,704
Plus: Annual cash incentive			—			—			—			—			17,900			17,900
Adjusted EBITDA(4)		$	292,334		$	294,189		$	6,052		$	17,233		$	(136,204)		$	473,604

(1)

Includes amortization of approximately $57.0 million related to the total fair value of acquired intangible assets and incremental depreciation of approximately $15.9 million.

(2)

Represents interest income on tax refunds for prior years received in 2023.

(3)

As reported above in the ~~surviving corporation immediately after~~2023 Company Performance Highlights.

(4)

As defined above and included in the ~~merger)~~above Pay Versus Performance tables and graphs.

UPBOUND GROUP, INC. - 2024 Proxy StatementB-3

TABLE OF CONTENTS

ANNEX B: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

	Year Ended December 31, 2022
(In thousands)	Rent-A- Center			Acima			Mexico			Franchising			Corporate			Consolidated
Net earnings (loss)		$	334,525		$	151,301		$	6,267		$	19,124		$	(498,860)		$	12,357
Plus: Interest, net			—			—			—			—			87,067			87,067
Plus: Income tax expense			—			—			—			—			49,114			49,114
Operating profit (loss)			334,525			151,301			6,267			19,124			(362,679)			148,538
Plus: Amortization, Depreciation			20,526			1,928			711			146			29,768			53,079
Plus: Stock-based compensation			—			—			—			—			19,399			19,399
Plus: Special Items
Acima equity consideration vesting			—			—			—			—			143,210			143,210
Acima acquired assets depreciation and amortization(1)			—			62,052			—			—			15,887			77,939
IT Asset disposals			—			—			—			—			5,808			5,808
Cost savings initiatives			118			(384)			—			—			1,992			1,726
Store closure costs			1,368			—			—			—			—			1,368
Retail partner conversion losses			—			1,169			—			—			—			1,169
State tax audit assessment reserves			—			1,165			—			—			—			1,165
Hurricane impacts			249			—			—			—			—			249
Acima transaction costs			—			—			—			—			187			187
Legal settlements			—			—			—			—			(181)			(181)
Other			—			77			—			—			(287)			(210)
Adjusted EBITDA(2)		$	356,786		$	217,308		$	6,978		$	19,270		$	(146,896)		$	453,446
Plus: Annual cash incentive			—			—			—			—			5,081			5,081
Adjusted EBITDA(3)		$	356,786		$	217,308		$	6,978		$	19,270		$	(141,815)		$	458,527

(1)

(2)

As reported in our fourth quarter earnings press release furnished on February 23, 2023 on our Current Report on Form 8-K.

(3)

As defined above and included in the above Pay Versus Performance tables and graphs.

	Year Ended December 31, 2021
(In thousands)	Rent-A- Center			Acima			Mexico			Franchising			Corporate			Consolidated
Net earnings (loss)		$	448,905		$	176,496		$	7,858		$	20,321		$	(503,058)		$	134,940
Plus: Debt refinancing charges			—			—			—			—			15,582			15,582
Plus: Interest, net			—			—			—			—			70,653			70,653
Plus: Income tax expense			—			—			—			—			59,364			59,364
Operating profit (loss)			448,905			176,496			7,858			20,321			(373,041)			280,539
Plus: Amortization, Depreciation			18,588			2,122			511			93			33,516			54,830
Plus: Special Items
Acima equity consideration vesting			—			—			—			—			127,060			127,060
Acima acquired assets depreciation and amortization(1)			—			87,455			—			—			13,239			100,694
Acima transaction costs			—			—			—			—			17,680			17,680
Legal settlement reserves			—			—			—			—			17,500			17,500
Acima integration costs			14			6,849			—			—			3,442			10,305
Hurricane impacts			1,276			148			—			—			—			1,424
Store closure costs			528			—			3			—			—			531
COVID-19 testing			293			—			—			—			—			293

B-4UPBOUND GROUP, INC. - 2024 Proxy Statement

TABLE OF CONTENTS

ANNEX B: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

	Year Ended December 31, 2021
(In thousands)	Rent-A- Center			Acima			Mexico			Franchising			Corporate			Consolidated
State tax audit assessment reserve			—			—			—			—			161			161
Adjusted EBITDA(2)		$	469,604		$	273,070		$	8,372		$	20,414		$	(160,443)		$	611,017
Plus: Annual cash incentive			—			—			—			—			11,412			11,412
Plus: Stock-based compensation(3)			—			—			—			—			20,497			20,497
Adjusted EBITDA(4)		$	469,604		$	273,070		$	8,372		$	20,414		$	(128,534)		$	642,926

(1)

Includes amortization of approximately $101.7 million related to the total fair value of acquired intangible assets, incremental depreciation of approximately $13.2 million related to the fair value increase over net book value for acquired software assets, and a depreciation credit adjustment of approximately $(14.2) million related to a step-down of estimated fair value below net book value for acquired lease merchandise.

(2)

As reported in our fourth quarter earnings press release furnished on February 24, 2022 on our Current Report on Form 8-K.

(3)

Prior to 2022, we did not exclude stock compensation expense from our calculation of Adjusted EBITDA, as defined above.

(4)

As defined above and included in the above Pay Versus Performance tables and graphs.

	Year Ended December 31, 2020
(In thousands)	Rent-A- Center			Acima			Mexico			Franchising			Corporate			Consolidated
Net earnings (loss)		$	333,379		$	57,847		$	5,798		$	12,570		$	(201,479)		$	208,115
Plus: Interest, net			—			—			—			—			14,557			14,557
Plus: Income tax expense			—			—			—			—			14,664			14,664
Operating profit (loss)			333,379			57,847			5,798			12,570			(172,258)			237,336
Plus: Amortization, Depreciation			19,912			2,066			413			40			34,227			56,658
Plus: Special Items
California refranchise store sale			16,600			—			—			—			—			16,600
Legal settlement reserves			—			—			—			—			7,900			7,900
Acima transaction costs			—			—			—			—			6,400			6,400
Legal settlement			—			—			—			—			(2,800)			(2,800)
Store closure costs			2,052			—			37			—			—			2,089
Asset disposals			531			4			—			—			1,269			1,804
Cost savings initiatives			577			193			—			—			813			1,583
State tax audit assessment reserves			261			400			—			—			564			1,225
COVID-19 impacts			883			115			—			—			155			1,153
Nationwide protest impacts			942			—			—			—			—			942
Insurance proceeds			(341)			—			—			—			—			(341)
Adjusted EBITDA(1)		$	374,796		$	60,625		$	6,248		$	12,610		$	(123,730)		$	330,549
Plus: Annual cash incentive			—			—			—			—			13,427			13,427
Plus: Stock-based compensation(2)			—			—			—			—			—			—
Adjusted EBITDA(3)		$	374,796		$	60,625		$	6,248		$	12,610		$	(110,303)		$	343,976

(1)

As reported in our fourth quarter earnings press release furnished on February 24, 2021 on our Current Report on Form 8-K.

(2)

Prior to 2022, we did not exclude stock compensation expense from our calculation of Adjusted EBITDA, as defined above.

(3)

As defined above and included in the above Pay Versus Performance tables and graphs.

Reconciliation of net cash provided by operating activities to free cash flow

	Year Ended December 31,
(In thousands)	2023			2022
Net cash provided by operating activities		$	200,290		$	468,460
Purchase of property assets			(53,402)			(61,387)
Free cash flow		$	146,888		$	407,073

UPBOUND GROUP, INC. - 2024 Proxy StatementB-5

TABLE OF CONTENTS

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UPBOUND GROUP, INC.5501 HEADQUARTERS DRIVEPLANO, TX 75024 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET PRIOR TO THE MEETING - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., ~~consolidation, acquisition~~Eastern Time, on June 3, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time,on June 3, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or ~~disposition~~return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you received paper copies of ~~property or stock, separation, reorganization (other than a mere reincorporation~~the proxy materials and would like to reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the ~~creation~~Internet. To sign up for electronic delivery,please follow the instructions above to vote using the Internet and, when prompted, indicate thatyou agree to receive or access proxy materials electronically in future years. V43560-P09656 UPBOUND GROUP, INC. The Board of ~~a holding company), liquidation~~Directors recommends you vote FOR each director nominee listed in Proposal 1 and FOR Proposals 2, 3, 4 and 5: 1.To elect or re-elect the directors nominated by the Board ForAgainstAbstainof Directors:1a.Jeffrey Brown!!!1b.Mitchell Fadel!!!1c.Molly Langenstein!!!1d.Harold Lewis!!! 1e.Glenn Marino!!!1f.Carol McFate!!!ForAgainstAbstain 2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024!!! 3.To approve, by non-binding vote, compensation of the ~~Company or any~~named executive officers for the year ended December 31, 2023!!! 4.To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the "Certificate of Incorporation") to limit the liability of certain officers !!! as permitted by Delaware law 5.To approve other ~~similar transaction or event so designated~~miscellaneous amendments to the Certificate of Incorporation to provide that the Board committees may be established by!!!the Board of Directors by ~~the Company’s board of directors, acting in its discretion, as~~ a ~~result of which the stockholders~~majority of the ~~Company receive cash, stock or other property in exchange for or in connection with their shares of Common Stock.~~

~~(d)Fractional Shares. In~~quorum, to remove the ~~event of any adjustment in the number of shares covered by any award pursuant~~indemnification provisions, to remove references to the ~~provisions hereof, any fractional shares resulting from such adjustment shall be disregarded,~~Series A Preferred Stock, and ~~each such award shall cover only the number of full shares resulting from the adjustment.~~

~~(e)Determination of Board~~ to ~~be Final~~. All adjustments under this Section shall be made by the Company’s board of directors, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

~~13.Tax Withholding. As~~correct a ~~condition to the exercise or settlement of any award, or in connection with any~~typo NOTE: Such other event that gives rise to a tax withholding obligation on the part of the Company or a subsidiary relating to an award, the Company and/or the subsidiary may (a) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the recipient of an award, whether or not made pursuant to the plan or (b) require the recipient to remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. If the event giving rise to the withholding obligation involves a transfer of shares of stock, then, at the sole discretion of the Committee, the recipient may satisfy the applicable tax withholding obligation by electing to have the Company withhold shares of stock or by tendering previously-owned shares, in each case having a fair market value equal to the amount of tax to be withheld (or by any other mechanismbusiness as may ~~be required or appropriate to conform with local tax and other rules).~~


~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~		~~A-5~~

~~14.Amendment and Termination. The Company’s board of directors may amend or terminate~~properly come before the ~~plan;~~~~provided, however~~, that no such action may adversely affect a holder’s rights under an outstanding award without his or her written consent. Any amendment that would increase the aggregate number of shares of Common Stock issuable under the plan, the maximum number of shares with respect to which options, stock appreciation rights or other equity swards may be granted to any employee in any calendar year, or that would modify the class of persons eligible to receive awards shall be subject to the approval of the Company’s stockholders. The Committee may amend the terms of any agreement or award made hereunder at any time and from time to time, provided, however, that any amendment which would adversely affect a holder’s rights under an outstanding award may not be made without his consent.

~~15.General Provisions~~.

~~(a)Shares Issued Under Plan~~. Shares of Common Stock available for issuance under the plan may be authorized and unissued, held by the Company in its treasury or otherwise acquired for purposes of the plan. No fractional shares will be issued under the plan.

~~(b)Compliance with Law~~. The Company will not be obligated to issue or deliver shares of stock pursuant to the plan unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or market upon which the Company’s stock may then be listed. The Company may prevent or delay the exercise of an option or stock appreciation right, or the settlement of an award and/or the termination of restrictions applicable to an award if and to the extent the Company deems necessary or advisable in order to avoid a violation of applicable laws or its own policies regarding the purchase and sale of its stock. If, during the period of any such ban or delay, the term of an affected stock option, stock appreciation right or other award would expire, then the term of such option, stock appreciation right or other award will be extended for thirty days after the Company’s removes the restriction against exercise.

~~(c)Transfer Orders; Placement of Legends~~. All certificates for shares of Common Stock delivered under the plan shall be subject to such stock-transfer orders and other restrictions as the Company may deem advisable, including pursuant to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or market upon which the Company’s stock may then be listed,meeting and any ~~applicable federal~~adjournment or ~~state securities law. The Company may cause a legend~~postponement thereof. NOTE:Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or ~~legends to be placed on any such certificates to make appropriate reference to such restrictions.~~

~~(d)No Employment or other Rights~~. Nothing contained in the plan or in any award agreement shall confer upon any recipient of an award any right with respect to the continuation of his or her employment or other service with the Company or a subsidiary or interfere in any way with the right of the Company and its subsidiaries at any time to terminate such employment or other service or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other service.

~~(e)Decisions and Determinations Final~~. All decisions and determinations made by the Company’s board of directors pursuant to the provisions hereof and, except to the extent rights or powers under the Plan are reserved specifically to the discretion of the board of directors, all decisions and determinations of the Committee, shall be final, binding and conclusive on all persons.

~~(f)Section 409A~~. The plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the plan shall be interpreted and administered to be in compliance therewith. Any payments described in the plan that are due within the “short-term deferral period”guardian, please give full title as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the plan during the six month period immediately following the award recipient’s “separation from service” as defined in Section 409A of the Code shall instead be paid on the first payroll date after the six-month anniversary of the recipient’s separation from service (or the recipient’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any individual under Section 409A of the Code and neither the Company nor the Committee will have any liability to any individual for such tax or penalty.

~~16.Governing Law~~. All rights and obligations under the plan and each award agreement or instrument shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws.

~~17.Term of the Plan~~. The plan shall become effective on the date of adoption by the board of directors, subject to approval by the Company’s stockholders within twelve months thereafter. Unless terminated sooner by the board of directors, the plan shall terminate on the tenth anniversary of the date of adoption by the board of directors. The rights of any person with respect to an award made under the plan that is outstanding at the time of the termination of the plan shall not be affected solely by reason of the termination of the plan and shall continue in accordance with the terms of the award and of the plan, as each is then in effect or is thereafter amended.


	~~A-6~~			~~RENT-A-CENTER~~~~- 2016 Proxy Statement~~


		~~PROXY~~		~~PROXY~~

~~RENT-A-CENTER, lNC.~~

~~5501 HEADQUARTERS DRIVE~~

~~PLANO, TEXAS 75024~~

~~THIS PROXY SOLICITED ON BEHALF~~such.

TABLE OF

~~THE BOARD OF DIRECTORS OF RENT-A-CENTER, INC.~~

~~COMMON STOCK~~

The undersigned, hereby revoking all prior proxies, appoints Robert D. Davis and Dawn M. Wolverton jointly and severally, with full power to act alone, as my true and lawful attorneys-in-fact, agents and proxies, with full and several power of substitution to each, to vote all the shares of Common Stock of Rent-A-Center, Inc. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of Rent-A-Center, lnc. to be held on June 2, 2016, and at any adjournments and postponements thereof. The above-named proxies are hereby instructed to vote as shown on the reverse side of this card.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN, BUT WHERE NO DIRECTION IS GIVEN IT WILL BE VOTED ‘‘FOR’’ EACH OF THE NOMINEES LISTED IN PROPOSAL 1, ‘‘FOR’’ PROPOSALS 2, 3, AND 4 IN THE DISCRETION OF THE ABOVE-NAMED PERSONS ACTING AS PROXIES ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

~~(Continued and to be marked, dated and signed, on the other side)~~

p ~~PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.~~p

CONTENTS

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and the Proxy Statement and most recent Annual Report on Form 10-K ofUpbound Group, Inc. are available at investor.upbound.com and www.proxyvote.com.V43561-P096562024 Annual Meeting

of StockholdersTHIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS OF UPBOUND GROUP, INC. The undersigned hereby appoints Fahmi Karam and Bryan Pechersky, and each of them, with power to act without the other and with power of substitution, as proxies to cast all votes that the undersigned is entitled to cast at Upbound Group, Inc.'s2024 Annual Meeting of Stockholders to be held June 4, 2024 at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, or any postponement or adjournment thereof, with authority to vote on the proposals as indicated on the reverse side of this Proxy and in their discretion upon such other matters as may be properly presented at the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN AS TO ANY OR ALL PROPOSALS BUT THIS PROXY IS SIGNED AND DATED, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS WITH RESPECT TO SUCH PROPOSALS.(Continued and to be marked, signed and dated on the other side)

TABLE OF CONTENTS

UPBOUND GROUP, INC.5501 HEADQUARTERS DRIVEPLANO, TX 75024 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET PRIOR TO THE MEETING - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 30, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time,on May 30, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you received paper copies of the proxy materials and would like to reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery,please follow the instructions above to vote using the Internet and, when prompted, indicate thatyou agree to receive or access proxy materials electronically in future years. V43562-P09656 UPBOUND GROUP, INC. The Board of Directors recommends you vote FOR each director nominee listed in Proposal 1 and FOR Proposals 2, ~~2016.~~3, 4 and 5: 1.To elect or re-elect the directors nominated by the Board ForAgainstAbstainof Directors:1a.Jeffrey Brown!!!1b.Mitchell Fadel!!!1c.Molly Langenstein!!!1d.Harold Lewis!!! 1e.Glenn Marino!!!1f.Carol McFate!!!ForAgainstAbstain 2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024!!! 3.To approve, by non-binding vote, compensation of the named executive officers for the year ended December 31, 2023!!! 4.To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the "Certificate of Incorporation") to limit the liability of certain officers !!! as permitted by Delaware law 5.To approve other miscellaneous amendments to the Certificate of Incorporation to provide that the Board committees may be established by!!!the Board of Directors by a majority of the quorum, to remove the indemnification provisions, to remove references to the Series A Preferred Stock, and to correct a typo NOTE: Such other business as may properly come before the meeting and any adjournment or postponement thereof. NOTE:Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

TABLE OF CONTENTS

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and the Proxy Statement and ~~our 2015~~most recent Annual

Report on Form 10-K ofUpbound Group, Inc. are available ~~at:http://www.allianceproxy.com/rentacenter/2016~~


1.	~~ELECTION OF CLASS I DIRECTORS~~
	~~as set forth in the accompanying proxy statement.~~
	~~The Board of Directors recommends a vote FOR the listed nominees.~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
	~~01 Robert D. Davis~~	¨	¨	¨
	~~02 Steven L. Pepper~~	¨	¨	¨
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
2.	To ratify the Audit Committee’s selection of KPMG LLP, registered independent accountants, as the Company’s independent auditors for the fiscal year ending December 31, 2016, as set forth in the accompanying proxy statement.	¨	¨	¨

	~~The Board of Directors recommends a vote “FOR” PROPOSAL 2.~~

~~CONTROL NUMBER~~


		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
3.	~~Proposal to adopt the advisory (non-binding) resolution approving executive compensation.~~	¨	¨	¨
	~~The Board of Directors recommends a vote “FOR” Proposal 3.~~

		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
4.	~~Proposal to approve the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan.~~	¨	¨	¨
	~~The Board of Directors recommends a vote “FOR” Proposal 4.~~

5.	~~In their discretion, upon such other business as may properly come before the meeting.~~

	~~I PLAN TO ATTEND~~				¨

~~The undersigned(s) acknowledges receipt of the Notice of 2016 Annual Meeting of Stockholders and the proxy statement accompanying the same.~~

	Please sign your name exactly as it appears below. Joint owners must sign each. When signing as attorney, executor, administrator, trustee or guardian, please give full title as it appears hereon. If held by a corporation, please sign in full corporate name by the president or other authorized officer. If held by a partnership, please sign in the partnership’s name by an authorized partner or officer.


		~~Dated:~~				~~, 2016~~

p ~~PLEASE DETACH ALONG PERFORATED LINE AND MAIL~~at investor.upbound.com and www.proxyvote.com. V43563-P096562024 Annual Meeting of StockholdersTHIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS OF UPBOUND GROUP, INC. The undersigned participant in the Upbound Group, Inc. 401(k) Retirement Savings Plan (the "401(k) Plan") hereby directs Empower Trust Company, INTRUST Bank, NA, or other duly named trustee of the 401(k) Plan, to vote his or her shares held through the 401(k) Plan as indicated on the reverse side of this Proxy, or if not so indicated, in accordance with the policy adopted by Upbound Group, Inc. in accordance with the 401(k) Plan document (voting for each proposal as recommended by the board of directors of Upbound Group, Inc.). THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE ~~ENVELOPE PROVIDED.~~p


		~~CONTROL NUMBER~~

MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN AS TO ANY OR ALL PROPOSALS BUT THIS PROXY ~~VOTING INSTRUCTIONS~~

~~Please have your 11 digit control number ready when voting by Internet or Telephone~~

~~Internet~~IS SIGNED AND DATED, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS WITH RESPECT TO SUCH PROPOSALS.(Continued and ~~telephone voting is available through 11:59 PM Eastern Time~~

to be marked, signed and dated on the ~~day prior to the shareholder meeting date.~~

~~401K Plan Participant votes must be received no later than 2 business days prior to the meeting date~~

~~INTERNET~~

~~Vote Your Proxy on the Internet:~~

~~Go towww.cesvote.com~~

~~Have your proxy card available~~

~~when you access the above~~

~~website. Follow the prompts to~~

~~vote your shares.~~

~~TELEPHONE~~

~~Vote Your Proxy by Phone:~~

~~Call 1 (888) 693-8683~~

~~Use any touch-tone telephone to~~

~~vote your proxy. Have your proxy~~

~~card available when you call.~~

~~Follow the voting instructions to~~

~~vote your shares.~~

~~MAIL~~

~~Vote Your Proxy by Mail:~~

~~Mark, sign, and date your proxy~~

~~card, then detach it, and return it~~

~~in the postage-paid envelope~~

~~provided.~~

other side)

0000933036 4 2023-01-01 2023-12-31


Position	Annual Retainer
Chairman of the Board	$	125,000
Chairperson of the Audit & Risk Committee	$	16,000
Other members of the Audit & Risk Committee	$	9,000
Chairperson of the Compensation Committee	$	12,000
Other members of the Compensation Committee	$	6,000
Chairperson of the Nominating and Corporate Governance Committee	$	8,000
Other members of the Nominating and Corporate Governance Committee	$	6,000
Chairperson of the Finance Committee	$	8,000
Other members of the Finance Committee	$	6,000


Name	Fees Earned or Paid in Cash⁽¹⁾		Deferred Stock Award⁽²⁾		Total
Michael J. Gade	$	75,500	$	100,000	$	175,500
Jeffrey M. Jackson	$	84,500	$	100,000	$	184,500
J.V. Lentell	$	75,500	$	100,000	$	175,500
Steven L. Pepper	$	79,500	$	100,000	$	179,500
Leonard H. Roberts	$	80,500	$	100,000	$	180,500
Mark E. Speese	$	187,550	$	100,000	$	287,550
Paula Stern, Ph.D.	$	77,500	$	100,000	$	177,500


	2015		2014
Audit Fees¹	$	1,665,000	$	1,533,000
Audit-Related Fees²	$	268,400	$	265,500
Tax Fees³	$	90,000	$	130,300
All Other Fees	$	-0-	$	-0-

	2023			2022
Audit Fees(1)		$	2,259,944		$	1,920,775
Audit-Related Fees(2)		$	—		$	—
Tax Fees(3)		$	14,000		$	60,034
All Other Fees		$	—		$	—


Name	2013 Base Salary		2014 Base Salary		2015 Base Salary
Robert D. Davis⁽¹⁾	$	469,035	$	750,000	$	772,500
Guy J. Constant⁽²⁾		–		475,000	$	491,720
Mitchell E. Fadel⁽³⁾	$	623,356	$	642,057	$	661,319
Christopher A. Korst	$	393,806	$	405,620	$	417,789
Joel M. Mussat⁽⁴⁾	$	324,724	$	360,000	$	370,800
Charles J. White	$	297,628	$	330,000	$	336,600


Name	2015 Incentive Target (%)			2015 Incentive Target ($)		2015 Actual Annual Cash Incentive Award			2015 Actual Annual Cash Incentive Award as a % of Target
Robert D. Davis		100	%	$	772,500	$	289,688			37.5	%
Mitchell E. Fadel		75	%	$	495,989		N/A			–
Guy J. Constant		55	%	$	270,446	$	101,417			37.5	%
Christopher A. Korst		50	%	$	208,895	$	78,336			37.5	%
Joel M. Mussat		50	%	$	185,400	$	69,525			37.5	%
Charles J. White		50	%	$	168,300	$	90,882	⁽¹⁾		54.0	%


Payout Chart								Payout%
RCII’s TSR Percentile Rank in the S&P 1500 Speciality Retail Index				RCII’s TSR Actual Rank in the S&P 1500 Speciality Retail Index
>	<=			Low		High
90%		100	%		1		7		200	%
80%		89	%		8		13		175	%
70%		79	%		14		19		150	%
60%		69	%		20		25		125	%
50%		59	%		26		31		100	%
40%		49	%		32		38		75	%
30%		39	%		39		44		50	%
25%		29	%		45		47		25	%
0%		24	%		48		63		0	%


Name	Company Matching Contributions⁽¹⁾		Value of Insurance Premiums⁽²⁾		Other⁽³⁾		Total
Robert D. Davis	$	20,613	$	10,988	$	5,189	$	36,790
Mitchell E. Fadel	$	12,399	$	4,779	$	5,754	$	22,932
Guy J. Constant	$	0	$	9,525	$	4,958	$	14,483
Christopher A. Korst	$	9,815	$	9,448	$	9,027	$	28,290
Joel M. Mussat	$	8,711	$	9,396	$	6,588	$	24,695
Charles J. White	$	8,128	$	1,621	$	5,151	$	14,900


Name	Executive Contributions in Last FY		Registrant Contributions in Last FY⁽²⁾		Aggregate Earnings in Last FY			Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE⁽³⁾
Robert D. Davis	$	141,495	$	20,613	$	(1,103	)	$	0	$	829,509
Mitchell E. Fadel	$	24,798	$	12,399	$	(11	)	$	0	$	197,957
Guy J. Constant⁽¹⁾		–		–		–			–		–
Christopher A. Korst	$	49,072	$	9,815	$	(580	)	$	0	$	331,834
Joel M. Mussat	$	73,786	$	8,711	$	(9,237	)	$	0	$	530,037
Charles J. White	$	50,705	$	8,128	$	(5,004	)	$	0	$	315,683


Name	Cash Severance Payout		Continuation of Medical Benefits		Acceleration and Continuation of Outstanding Awards		Total Termination Benefits
Robert D. Davis
Termination by Us without “Cause”	$	1,862,233	$	20,525	$	0	$	1,882,758
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. Davis’s Disability or death	$	289,688	$	13,683	$	2,426,951	$	2,730,322
Termination by Mr. Davis for Reason other than death or disability	$	0	$	0	$	0	$	0
Mitchell E. Fadel
Termination by Us without “Cause”	$	1,451,100	$	14,903	$	0	$	1,466,003
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. Fadel’s Disability or death	$	185,996	$	9,935	$	1,660,592	$	1,856,523
Termination by Mr. Fadel for Reason other than death or disability	$	0	$	0	$	0	$	0
Guy J. Constant
Termination by Us without “Cause”	$	954,586	$	20,525	$	0	$	975,111
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. Constant’s Disability or death	$	101,417	$	13,683	$	705,401	$	820,501
Termination by Mr. Constant for Reason other than death or disability	$	0	$	0	$	0	$	0
Christopher A. Korst
Termination by Us without “Cause”	$	820,052	$	20,525	$	1,125	$	841,702
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. Korst’s Disability or death	$	78,336	$	13,683	$	533,533	$	625,552
Termination by Mr. Korst for Reason other than death or disability	$	0	$	0	$	1,125	$	1,125
Joel M. Mussat
Termination by Us without “Cause”	$	727,819	$	20,525	$	0	$	748,344
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. Mussat’s Disability or death	$	69,525	$	13,683	$	467,333	$	550,541
Termination by Mr. Mussat for Reason other than death or disability	$	0	$	0	$	0	$	0
Charles J. White
Termination by Us without “Cause”	$	717,156	$	0	$	0	$	717,156
Termination by Us for “Cause”	$	0	$	0	$	0	$	0
Termination by Us due to Mr. White’s Disability or death	$	90,882	$	0	$	410,043	$	500,925
Termination by Mr. White for Reason other than death or disability	$	0	$	0	$	0	$


Name	Potential Realizable Value⁽¹⁾
Robert D. Davis	$	2,426,951
Mitchell E. Fadel	$	1,660,592
Guy J. Constant	$	705,401
Christopher A. Korst	$	533,533
Joel M. Mussat	$	467,333
Charles J. White	$	410,043


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan⁽²⁾
Equity compensation plans approved by security holders		3,742,121	$	30.33		3,072,949
Equity compensation plans not approved by security holders		–0–		–0–		–0–
Total		3,742,121	$	30.33		3,072,949


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent
Mark E. Speese		1,279,493	⁽¹⁾		2.4
Robert D. Davis		168,146	⁽²⁾		*
Michael J. Gade		36,811	⁽³⁾		*
Rishi Garg		–
Jeffery M. Jackson		37,111	⁽⁴⁾		*
J.V. Lentell		49,411	⁽⁵⁾		*
Steven L. Pepper		14,085	⁽⁶⁾		*
Leonard H. Roberts		39,911	⁽⁷⁾		*
Paula Stern, Ph.D.		24,411	⁽⁸⁾		*
Guy J. Constant		16,024	⁽⁹⁾
Mark E. Denman		17,593	⁽¹⁰⁾		*
Fred E. Herman		29,216	⁽¹¹⁾		*
Christopher A. Korst		65,877	⁽¹²⁾		*
Charles J. White		35,606	⁽¹³⁾		*
BlackRock, Inc.		4,608,490	⁽¹⁴⁾		8.7
Classic Fund Management Aktiengesellschaft		2,655,085	⁽¹⁵⁾		5.0
Dimensional Fund Advisors LP		4,474,707	⁽¹⁶⁾		8.4
FMR LLC		3,900,000	⁽¹⁷⁾		7.3
The Vanguard Group		3,512,270	⁽¹⁸⁾		6.6
All named executive officers and directors as a group (12 total)		1,813,695			3.4

~~Signature~~

~~Signature, if held jointly, or office or title held~~