PLANO, Texas--(BUSINESS WIRE)--Dec. 21, 2017--
Rent-A-Center, Inc. (NASDAQ/NGS:RCII) (“Rent-A-Center” or the
“Company”), a leader in the rent-to-own industry, today announced that
its Board of Directors has voted unanimously to submit a proposal to the
Company’s stockholders at its 2018 Annual Meeting of Stockholders (the
“2018 Annual Meeting”) to amend Rent-A-Center’s certificate of
incorporation such that all directors will stand for election on an
annual basis. Rent-A-Center’s directors are currently divided into three
classes, with the members of each class serving staggered three-year
terms so that one-third of the Board seats are up for election each year.
To facilitate the declassification of the Board in a timely matter
(following approval by the stockholders to amend the Company’s
certificate of incorporation), each current director has committed to
tender his resignation following the 2018 Annual Meeting if he is a
member of the Board at that time, and each such director will
subsequently be reappointed to the Board by the remaining members of the
Board. The result of these actions will be that each member of the
Rent-A-Center Board will serve a one-year term following the Company’s
2018 Annual Meeting, and will stand for election annually, beginning at
the Company’s 2019 Annual Meeting of Stockholders.
In connection with such announcement, Engaged Capital, the Company’s
largest stockholder, issued the following statement: “Engaged Capital
fully supports the declassification of Rent-A-Center’s Board and the
corresponding resolution. We applaud the new Board’s proactive decision
to announce further shareholder friendly actions following their
decision to explore strategic alternatives. It is clear the Board
realizes robust corporate governance practices, including strong and
independent oversight, are and will continue to be important
contributors to enhancing shareholder value at RCII.”
The amendment to the Company’s certificate of incorporation permitting
the declassification of the Board of Directors will require the approval
of stockholders representing at least 80% of all shares of the Company’s
common stock entitled to vote on the declassification amendment.
The proposal for the Board’s declassification plan will be detailed in
Rent-A-Center’s 2018 proxy statement, which will be filed in advance of
the 2018 Annual Meeting. The 2018 Annual Meeting is expected to take
place on June 5, 2018.
This press release is being provided for informational purposes only and
does not constitute the solicitation of any vote for approval of any
transaction or proposal.
About Rent-A-Center, Inc.
A rent-to-own industry leader, Plano, Texas-based, Rent-A-Center, Inc.,
is focused on improving the quality of life for its customers by
providing them the opportunity to obtain ownership of high-quality,
durable products such as consumer electronics, appliances, computers,
furniture and accessories, under flexible rental purchase agreements
with no long-term obligation. The Company owns and operates stores in
the United States, Mexico, Canada and Puerto Rico, and Acceptance NOW
kiosk locations in the United States and Puerto Rico. Rent-A-Center
Franchising International, Inc., a wholly owned subsidiary of the
Company, is a national franchiser of rent-to-own stores operating under
the trade names of “Rent-A-Center,” “ColorTyme,” and “RimTyme.” For
additional information about the Company, please visit our website at www.rentacenter.com.
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Source: Rent-A-Center, Inc.
Interim Chief Financial Officer
Frank, Wilkinson Brimmer Katcher
James Golden / Matthew Gross /