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  4. [8-K] UPBOUND GROUP, INC. Reports Material Event

Upbound Group (NASDAQ: UPBD) holders back 2026 incentive plan and annual say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upbound Group, Inc. reported results from its 2026 annual stockholders meeting. Stockholders approved the 2026 Long-Term Incentive Plan, which as amended authorizes issuance of up to 4,590,636 shares of common stock and replaces the Amended 2021 Long-Term Incentive Plan for new awards.

All director nominees were re-elected with more than a majority of votes cast, and Deloitte & Touche LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026. Stockholders approved, on an advisory basis, 2025 executive compensation and supported holding say-on-pay votes every year, a frequency the board plans to follow until the next required vote on frequency, expected by 2032.

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 LTIP share authorization 4,590,636 shares Maximum shares of common stock issuable under 2026 Long-Term Incentive Plan as amended
LTIP approval votes for 40,285,981 votes Votes for Proposal Five approving the 2026 Long-Term Incentive Plan
LTIP approval votes against 1,785,824 votes Votes against Proposal Five approving the 2026 Long-Term Incentive Plan
Auditor ratification votes for 51,048,562 votes Votes for ratifying Deloitte & Touche LLP as 2026 independent auditor
Say-on-pay approval votes for 41,399,464 votes Votes for advisory approval of 2025 executive compensation
1-year say-on-pay frequency votes 40,078,425 votes Votes supporting annual advisory say-on-pay frequency
Long-Term Incentive Plan financial
"approved the Upbound Group, Inc. 2026 Long-Term Incentive Plan (the “2026 LTIP”)"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
broker non-votes financial
"Votes For ... Abstentions ... Broker Non-Votes 40,285,981 ... 229,931 ... 9,344,512"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
say-on-pay financial
"advisory vote on the compensation of the named executive officers of the Company"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
performance stock unit financial
"Performance Stock Unit Award Agreement (PSU)"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

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FAQ

What did Upbound Group (UPBD) stockholders approve at the 2026 annual meeting?
Upbound Group stockholders approved several key items, including the 2026 Long-Term Incentive Plan authorizing up to 4,590,636 shares. They also ratified Deloitte & Touche as auditor, re-elected all director nominees, and gave advisory approval to 2025 executive compensation and annual say-on-pay frequency.

How many shares are available under Upbound Group’s 2026 Long-Term Incentive Plan?
The 2026 Long-Term Incentive Plan, as amended, authorizes issuance of up to 4,590,636 shares of Upbound Group common stock. This reflects 4,700,000 shares originally authorized, reduced by shares granted under the 2021 Long-Term Incentive Plan between March 11, 2026 and June 2, 2026.

What did Upbound Group (UPBD) decide on the frequency of say-on-pay votes?
Stockholders favored holding advisory votes on executive compensation every one year, with 40,078,425 votes supporting this frequency. The board decided to include an annual say-on-pay vote until the next required frequency vote, which will occur no later than the 2032 annual meeting.

Were Upbound Group’s executive compensation practices approved by stockholders?
Yes. Compensation for Upbound Group’s named executive officers for the year ended December 31, 2025 was approved on an advisory basis, receiving 41,399,464 votes for, 648,319 against, and 253,953 abstentions, with 9,344,512 broker non-votes recorded on the proposal.

Did Upbound Group (UPBD) stockholders ratify Deloitte & Touche as auditor for 2026?
Yes. Stockholders ratified Deloitte & Touche LLP as Upbound Group’s independent registered public accounting firm for the year ending December 31, 2026, with 51,048,562 votes for, 396,908 votes against, and 200,778 abstentions, and no broker non-votes recorded on this proposal.

What happened to Upbound Group’s 2021 Long-Term Incentive Plan after the 2026 LTIP approval?
Upon stockholder approval of the 2026 Long-Term Incentive Plan, no additional awards may be granted under the Amended 2021 Long-Term Incentive Plan. All shares that had remained available for future issuance under the 2021 plan were cancelled in favor of the new 2026 LTIP share authorization.
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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 9.01Financial 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

 

 

Source: View Original Filing on SEC EDGAR

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