tm223360-1_def14a - none

DEF 14A 1 tm223360-1_def14a.htm DEF 14A tm223360-1_def14a - none - 17.0313203s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)
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 under §240.14a-12

RENT-A-CENTER, INC.

(Name of Registrant as Specified in its Charter)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

RENT-A-CENTER, INC.
5501 Headquarters Drive
Plano, Texas 75024

Dear Fellow Stockholder:

It is our pleasure to invite you to attend Rent-A-Center, Inc.’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The 2022 Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2022 on Tuesday, June 7, 2022, at 8:00 a.m. Central Time.

In connection with the 2022 Annual Meeting, the attached Notice of 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 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 25, 2022, 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 and, if desired, attend the 2022 Annual Meeting virtually.

We look forward to seeing you online on June 7, 2022.

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 2022 Annual Meeting of Stockholders

Tuesday, June 7, 2022
8:00 a.m. Central Time

The 2022 annual meeting of stockholders of Rent-A-Center, Inc. will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2022 on Tuesday, June 7, 2022, at 8:00 a.m. Central Time, for the following purposes:

To elect or re-elect the eight directors nominated by our board of 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, 2022;

To conduct an advisory vote approving the compensation of the named executive officers for the year ended December 31, 2021, as set forth in the proxy statement; and

To transact other business that properly comes before the meeting and any adjournments or postponement 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 11, 2022 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2022 annual meeting of stockholders and at any and all adjournments or postponements thereof.

We are using the “Notice and Access” method of furnishing proxy materials to our stockholders via the Internet. Instructions on how to access and review the proxy materials on the Internet can be found on the Notice of Internet Availability of Proxy Materials (the “Notice”) mailed to stockholders of record on or about April 25, 2022. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

Your vote is important, and whether or not you plan to attend the virtual 2022 annual meeting of stockholders, please vote as promptly as possible. We encourage you to vote via the Internet, as it is the most convenient and cost-effective method of voting. You may also vote by telephone or by mail (if you receive paper copies of the proxy 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.

By Order of the Board of Directors,

/s/ Bryan Pechersky
Bryan Pechersky
Executive Vice President — General Counsel and Corporate Secretary
Rent-A-Center, Inc.
5501 Headquarters Drive, Plano, Texas 75024
April 25, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2022

This Notice of Annual Meeting, the proxy statement and our annual report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) (which we are distributing in lieu of a separate annual report to stockholders) are available on our website at investor.rentacenter.com, in the “Financial Information — Annual Reports and Proxies” subsection. Additionally, you may access the Notice of Annual Meeting, the proxy statement and the 2021 Form 10-K at www.proxyvote.com.

TABLE OF CONTENTS

Table of Contents

			Page
SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND VOTING PROCEDURES			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?			7
What are broker non-votes?			7
How will stockholders be able to participate in and ask questions at the 2022 Annual Meeting?			8
Who is soliciting my proxy?			8
PROPOSAL ONE: ELECTION OF DIRECTORS			9
Board Overview			9
Nominees for Director at the 2022 Annual Meeting			9
Skills and Qualifications of Board of Directors and Nominees			14
Board Diversity			14
CORPORATE GOVERNANCE			15
General			15
Code of Business Conduct and Ethics			15
Structure of the Board			15
Board Oversight			18
Director Compensation			19
Director Nominations			21
Director Attendance			22
Procedures for Reporting Accounting Concerns			22
Communications with the Board			22
Related Person Transactions			22
PROPOSAL TWO: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
Principal Accountant Fees and Services			24
AUDIT AND RISK COMMITTEE REPORT			25
EXECUTIVE OFFICERS			26
COMPENSATION DISCUSSION AND ANALYSIS			28
Executive Summary			28
Compensation Process			31
Forms of Compensation			32
Termination of Employment and Change-in-Control Arrangements			36
Policies and Risk Mitigation			39
CEO Pay Ratio			40
Compensation Committee Interlocks and Insider Participation			41
Section 162(m)			41
Compensation Committee Report			41
COMPENSATION TABLES			42
Summary Compensation Table			42
Grants of Plan-Based Awards			43

TABLE OF CONTENTS

			Page
Outstanding Equity Awards at Fiscal Year End			44
Option Exercises and Stock Vested			45
Non-Qualified Deferred Compensation			45
No Pension Benefits			46
Potential Payments and Benefits upon Termination Without a Change in Control			46
Potential Payments and Benefits upon Termination With a Change in Control			48
Equity Compensation Plan Information

SEC Form DEF 14A filed by Rent-A-Center Inc.