UPBOUND GROUP, INC.

8-K · tm2616108d1_8k.htm iXBRL

0000933036

 2026-06-02
 2026-06-02

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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 2, 2026

  

  

 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 5.02 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.

  

 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.

  

 (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)

  

  

  

  

 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, 2026
 By:
 /s/ Bryan Pechersky

  
  
 Bryan Pechersky

  
  
 Executive Vice President, General Counsel and Corporate Secretary