UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2024, Upbound Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Certificate of Incorporation (the “Certificate”) to (i) limit the liability of certain officers as permitted by Delaware law, (ii) provide that committees of the Company’s board of directors may be established by a majority of directors at a meeting at which a quorum is present, (iii) remove the indemnification provisions in the Certificate, (iv) remove all references to the Series A Preferred Stock and (v) correct a typo (clauses (i)-(v), collectively, the “Amendments”). The Amendments were previously approved and adopted by the Company’s board of directors and became effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State on June 4, 2024 (the “Certificate of Amendment”).
On June 4, 2024, immediately prior to the filing of the Certificate of Amendment, the Company filed a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Elimination of the Company’s Series A Preferred Stock that was filed with the Delaware Secretary of State on September 22, 2003 (the “Series A Certificate of Elimination”). The filing of the Certificate of Correction resulted in the Series A Certificate of Elimination being null and void. The Certificate of Correction became effective upon its filing with the Delaware Secretary of State. As described above, the Certificate of Amendment that was filed immediately after the Certificate of Correction removed all references to the Series A Preferred Stock in the Certificate.
Also on June 4, 2024, effective upon the effectiveness of the Certificate of Amendment, the Amended and Restated Bylaws of the Company were amended and restated (as amended and restated, the “A&R Bylaws”) to update, narrow or remove certain procedures and disclosure requirements related to the advance notice provisions applicable to stockholder-submitted nominations and other business proposals at meetings of stockholders (the “Advance Notice Bylaw”) and to make other updates to reflect recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments include, among other things, (i) removing requirements to provide disclosures in the notice required by the Advance Notice Bylaw from persons acting in concert with the stockholder submitting the notice and any beneficial owner on whose behalf the nomination or proposal is made, (ii) requiring the disclosure of certain information in the notice required by the Advance Notice Bylaw from affiliates of the stockholder submitting the notice required by the Advance Notice Bylaw and any such beneficial owner on whose behalf the nomination of proposal is made, (iii) removing the requirement that a stockholder’s notice required by the Advance Notice Bylaw disclose any performance-related fees based on any increase or decrease in the value of the shares or derivative instruments of the Company to which a stockholder is entitled, (iv) reflecting the universal proxy rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by requiring the stockholder making a nomination under the Advance Notice Bylaw to represent whether it will comply with the universal proxy rules and providing that the nomination will be disregarded if the stockholder does not comply with the universal proxy rules, (v) providing that the white proxy card is reserved for the exclusive use for solicitation by the Company’s board of directors, (vi) updating requirements for adjourning meetings of stockholders in accordance with Section 222 of the DGCL, (vii) providing that committees of the Company’s board of directors may be established by a majority of directors at a meeting at which a quorum is present to conform to the Amendments and (viii) making other ministerial, clarifying and conforming changes.
The foregoing descriptions of the Amendments, the Certificate of Correction and the A&R Bylaws are qualified in their entirety by reference to the full text of the Amendments, the Certificate of Correction and the A&R Bylaws which are attached hereto as Exhibit 10.1, 10.2 and 10.3 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on five matters: (1) the election or re-election of the directors nominated by the Company’s board of directors, (2) the ratification of the Audit & Risk Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2023, (4) the approval of an amendment to the Certificate to limit the liability of certain officers as permitted by Delaware law and (5) the approval of other miscellaneous amendments to the Certificate as described above in Item 5.03 (the “Miscellaneous Amendments”). The final voting results for each proposal are set forth below.
Proposal One: Having received more than a majority of votes cast at the meeting, each of the individuals named below was elected or re-elected as a director:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jeffrey Brown | 44,021,317 | 440,004 | 29,386 | 5,140,801 | ||||
| Mitchell Fadel | 44,349,989 | 129,597 | 11,121 | 5,140,801 | ||||
| Molly Langenstein | 44,381,774 | 90,804 | 18,129 | 5,140,801 | ||||
| Harold Lewis | 44,175,692 | 295,715 | 19,300 | 5,140,801 | ||||
| Glenn Marino | 44,191,348 | 280,059 | 19,300 | 5,140,801 | ||||
| Carol McFate | 44,058,751 | 408,540 | 23,416 | 5,140,801 |
Proposal Two: The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified with voting on the proposal as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 49,255,598 | 105,213 | 270,697 | 0 |
Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2023 was approved, on an advisory basis, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 43,489,014 | 625,543 | 376,150 | 5,140,801 |
Proposal Four: The amendment to the Certificate to limit the liability of certain officers as permitted by Delaware law was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 40,173,447 | 4,009,624 | 307,636 | 5,140,801 |
Proposal Five: The amendments to the Certificate to provide for the Miscellaneous Amendments was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 44,100,368 | 76,123 | 314,216 | 5,140,801 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Certificate of Amendment of Certificate of Incorporation of Upbound Group, Inc. (incorporated herein by reference to Annex A of the registrant’s Proxy Statement on Schedule 14A, dated as of April 23, 2024) |
| 10.2* | Certificate of Correction of Upbound Group, Inc. |
| 10.3* | Amended and Restated Bylaws of Upbound Group, Inc., dated as of June 4, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UPBOUND GROUP, INC. | ||
| Date: June 5, 2024 | By: | /s/ Bryan Pechersky |
| Bryan Pechersky | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||