Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 2, 2026, Upbound Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Upbound Group, Inc. 2026 Long-Term Incentive Plan (the “2026 LTIP”), in which directors, officers (including its named executive officers), employees, consultants and other personnel of the Company or a subsidiary are eligible to participate. Upon approval of the 2026 LTIP, no additional awards may be granted under the Company’s Amended 2021 Long-Term Incentive Plan (the “2021 LTIP”) and all shares remaining for future issuance pursuant to the 2021 LTIP were cancelled. The 2026 LTIP, as amended by the First Amendment, authorizes the issuance of up to 4,590,636 shares of Company common stock, which reflects the 4,700,000 shares originally authorized under the 2026 LTIP, reduced by the number of shares granted under the 2021 LTIP during the period from March 11, 2026 through June 2, 2026. A description of the 2026 LTIP was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), in the section titled “Proposal Five: Approval of the Upbound Group, Inc. 2026 Long-Term Incentive Plan”. This description was updated by the Company’s definitive additional materials on Schedule 14A filed with the Securities and Exchange Commission on May 19, 2026 (the “Proxy Supplement”), which included the Company’s commitment to reduce the number of shares available under the 2026 LTIP by any shares granted under the 2021 LTIP during the period from March 11, 2026 through the 2026 LTIP's approval by stockholders. The descriptions of the 2026 LTIP contained herein and in the Proxy Statement and Proxy Supplement are qualified in their entirety by reference to the full text of the 2026 LTIP and the First Amendment to the 2026 LTIP, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
UPBD Upbound Group, Inc. - 8-K
Accession
0001104659-26-0696525.025.079.01
Item 5.02 - Departure/Election of Directors or Certain Officers
339 words
Item 5.07 - Submission of Matters to a Vote of Security Holders
406 words
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 (the “Board”), (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, 2026, (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2025, (4) the advisory vote on the frequency of future advisory votes on the compensation of the named executive officers of the Company, and (5) the approval of the 2026 LTIP. 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 re-elected as a director: Nominee Votes For Votes Against Abstentions Broker Non-Votes Jeffrey Brown 41,070,290 1,129,349 102,097 9,344,512 Charu Jain 41,811,163 378,373 112,200 9,344,512 Fahmi Karam 41,800,572 394,653 106,511 9,344,512 Molly Langenstein 41,702,939 492,933 105,864 9,344,512 Harold Lewis 41,741,349 453,178 107,209 9,344,512 Glenn Marino 41,559,473 635,027 107,236 9,344,512 Carol McFate 41,030,123 1,164,818 106,795 9,344,512 Proposal Two: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified with voting on the proposal as follows: Votes For Votes Against Abstentions Broker Non-Votes 51,048,562 396,908 200,778 0 Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2025 was approved, on an advisory basis, as follows: Votes For Votes Against Abstentions Broker Non-Votes 41,399,464 648,319 253,953 9,344,512 Proposal Four: The frequency of future advisory votes on executive compensation voted for by stockholders, on an advisory basis, was every one year as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 40,078,425 21,276 2,093,408 108,627 9,344,512 In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Board has decided that it will include an advisory say-on-pay vote in the Company’s proxy statement every year until the next required advisory vote on the frequency of say-on-pay, which will occur no later than the Company’s annual meeting of stockholders in 2032. Proposal Five: The 2026 LTIP was approved as follows: Votes For Votes Against Abstentions Broker Non-Votes 40,285,981 1,785,824 229,931 9,344,512
Item 9.01 - Financial Statements and Exhibits
113 words
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Upbound Group, Inc. 2026 Long-Term Incentive Plan (incorporated herein by reference to Annex B of the registrant’s Proxy Statement on Schedule 14A, dated as of April 21, 2026) 10.2 First Amendment to the Upbound Group, Inc. 2026 Long-Term Incentive Plan 10.3 Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (RSU) 10.4 Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Performance Stock Unit Award Agreement (PSU) 10.5 Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Director Deferred Stock Unit Award Agreement (DSU) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)