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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

June 3, 2025

 

 

Upbound Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other
jurisdiction of
incorporation or
organization)
001-38047
(Commission
File Number)
45-0491516
(IRS Employer
Identification No.)

  

5501 Headquarters Drive

Plano, Texas 75024

(Address of principal executive offices and zip code)

 

(972) 801-1100

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered

Common Stock, $0.01 Par Value

  UPBD   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

  

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 3, 2025, Upbound Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three matters: (1) the election or re-election of the directors nominated by the Company’s board of directors, (2) the ratification of the Audit & Risk Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2024.

 

 

 

 

Proposal One: Having received more than a majority of votes cast at the meeting, each of the individuals named below was elected or re-elected as a director:

 

Nominee  Votes For  Votes Against  Abstentions  Broker Non-Votes
Jeffrey Brown  46,639,794  669,969  63,887  5,029,686
Charu Jain  47,045,920  252,809  74,921  5,029,686
Fahmi Karam  47,236,986  84,755  51,909  5,029,686
Molly Langenstein  46,751,734  567,601  54,315  5,029,686
Harold Lewis  47,059,967  249,032  64,651  5,029,686
Glenn Marino  46,517,555  778,514  77,581  5,029,686
Carol McFate  46,674,262  637,300  62,088  5,029,686

 

Proposal Two: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified with voting on the proposal as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
52,277,101  77,899  48,336  0

 

Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2024 was approved, on an advisory basis, as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
46,396,548  866,171  110,931  5,029,686

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  UPBOUND GROUP, INC.
   
Date: June 3, 2025 By: /s/ Bryan Pechersky
    Bryan Pechersky
    Executive Vice President, General Counsel and Corporate Secretary