Upbound : 2024 Proxy Statement / 2023 Annual Report

2024 Proxy Statement

2023 Annual Report

UPBOUND GROUP, INC.

5501 Headquarters Drive

Plano, Texas 75024

Dear Fellow Stockholder:

It is our pleasure to invite you to attend the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Upbound Group, Inc. The 2024 Annual Meeting will be held on Tuesday, June 4, 2024, at 8:00 a.m., Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024.

In connection with the 2024 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 23, 2024, 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.

We look forward to seeing you on June 4, 2024.
Sincerely,
/s/ Jeffrey Brown		/s/ Mitchell Fadel
Jeffrey Brown		Mitchell Fadel
Chairman of the Board		Chief Executive Officer and Director

Notice of 2024 Annual Meeting of Stockholders

Tuesday, June 4, 2024 8:00 a.m., Central Time

The 2024 annual meeting of stockholders of Upbound Group, Inc. will be held on Tuesday, June 4, 2024, at 8:00 a.m., Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, for the following purposes:

1. To re-elect the six directors nominated by our board of directors;
2. 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, 2024;
3. To conduct an advisory vote approving the compensation of the named executive officers for the year ended December 31, 2023, as set forth in the proxy statement;
4. To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the "Certificate of Incorporation") to limit the liability of certain officers as permitted by Delaware law (the "Exculpation Amendment");
5. To approve other miscellaneous amendments to the Certificate of Incorporation to provide that Board committees may be established by the Board by a majority of the quorum, to remove the indemnification provisions, to remove all references to the Series A Preferred Stock and to correct a typo (the "Miscellaneous Amendments"); and
6. To transact other business that properly comes before the meeting and any adjournments or postponements 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 9, 2024 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2024 Annual Meeting 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 23, 2024. 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 2024 Annual Meeting, please vote as promptly as possible. We encourage you to submit your proxy via the Internet, as it is the most convenient and cost-effective method of voting. You may also submit your proxy 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 Upbound Group, Inc.

By Order of the Board of Directors,

/s/ Bryan PecherskyBryan Pechersky Executive Vice President - General Counsel and Corporate Secretary Upbound Group, Inc.

5501 Headquarters Drive, Plano, Texas 75024 April 23, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2024

This Notice of Annual Meeting, the proxy statement and our annual report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K") (which we are distributing in lieu of a separate annual report to stockholders) are available on our website at investor.upbound.com, in the "Financials and Filings - Annual Reports and Proxies" subsection. Additionally, you may access the Notice of Annual Meeting, the proxy statement and the 2023 Form 10-K at www.proxyvote.com.

Table of Contents

		Page
SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE 2024 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?	6
What are broker non-votes?	7
Who is soliciting my proxy?	8
PROPOSAL ONE:	ELECTION OF DIRECTORS	9
Nominees for Director at the 2024 Annual Meeting	9
Board Diversity and Skills Matrix	13
CORPORATE GOVERNANCE	14
General		14
Code of Business Conduct and Ethics	14
Structure of the Board		14
Board Oversight		17
Director Compensation		18
Director Nominations		19
Director Attendance		21
Procedures for Reporting Accounting Concerns	21
Communications with the Board	21
Related Person Transactions	22
Investor Outreach		22
PROPOSAL TWO:	RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM	23
Principal Accountant Fees and Services	23
AUDIT AND RISK COMMITTEE REPORT	24
EXECUTIVE OFFICERS		25
COMPENSATION DISCUSSION AND ANALYSIS	27
Executive Summary		27
Compensation Process		31
Forms of Compensation		32
Termination of Employment and Change-in-Control Arrangements	37
Policies and Risk Mitigation	41
Compensation Committee Interlocks and Insider Participation	42
Section 162(m)		43
Compensation Committee Report	43
COMPENSATION TABLES	44
Summary Compensation Table	44
Grants of Plan-Based Awards	46
Outstanding Equity Awards at Fiscal Year End	47

		Page
Option Exercises and Stock Vested	49
Non-Qualified Deferred Compensation	49
No Pension Benefits		50
Potential Payments and Benefits Upon Termination Without a Change in Control	50
Potential Payments and Benefits Upon Termination With a Change in Control	51
Equity Compensation Plan Information	53
CEO Pay Ratio		53
Historical Pay Versus Performance Disclosure	53
PROPOSAL THREE:	ADVISORY VOTE ON EXECUTIVE COMPENSATION	58
PROPOSAL FOUR:	AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO LIMIT THE
	LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY LAW	59
PROPOSAL FIVE:	MISCELLANEOUS AMENDMENTS TO THE CERTIFICATE OF
	INCORPORATION	61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	62
OTHER INFORMATION	64
Delinquent Section 16(a) Reports	64
Annual Report on Form 10-K	64
"Householding" of Proxy Materials	64
Submission of Stockholder Proposals	64
Other Business		65
ANNEX A:	CERTIFICATE OF INCORPORATION AMENDMENT	A-1
ANNEX B:	RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES	B-1