Rent-A-Center, Inc. (NASDAQ:RCII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May25,2018, Rent-A-Center, Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest V, LP, Engaged Capital Co-Invest V-A, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W. Welling (such Engaged entities and Mr.Welling collectively referred to as the “Engaged Group”). This Letter Agreement modified that certain Cooperation Agreement (the “Cooperation Agreement”), dated February5, 2018, by and among the Company and the Engaged Group.
to the Cooperation Agreement, the Engaged Group previously submitted candidates to the Nominating and Corporate Governance Committee (the “Nominating Committee”) to be considered for possible nomination as a director candidate in the Company’s proxy materials for election to the Company’s board of directors (the “Board”) at the Company’s 2018 annual meeting of the stockholders (the “2018 Annual Meeting”), including Ms.Carol McFate. Members of the Nominating Committee interviewed Ms.McFate and confirmed her qualifications to serve on the Board.
The Company and the Engaged Group determined it to be in the best interests of the Company to defer Ms.McFate’s candidacy as a director during the 2018 director election cycle and/or the pendency of the Board’s on-going review of strategic and financial alternatives to maximize stockholder value. Accordingly, the Letter Agreement provides, among other things, that the Engaged Group elected to waive its right under the Cooperation Agreement to put forth Ms.McFate as a potential director nominee for election at the 2018 Annual Meeting.
to the Letter Agreement, the Company agreed that at any time prior to the termination of the Cooperation Agreement, the Engaged Group may provide written notice to the Company and the Nominating Committee recommending a director candidate, which may be Ms.McFate, to fill a vacant directorship on the Board; provided such candidate satisfies (or, in the case of Ms.McFate, continues to satisfy) the requirements set forth in the Cooperation Agreement.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits |
(d) The following exhibits are being filed herewith:
| Exhibit No. |
Description |
| 10.1 | Letter Agreement, dated May 25, 2018, by and among Rent-A-Center, Inc., Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest V, LP, Engaged Capital Co-Invest V-A, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W. Welling |
RENT A CENTER INC DE ExhibitEX-10.1 2 d591864dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 May 25,…To view the full exhibit click here
About Rent-A-Center, Inc. (NASDAQ:RCII)
Rent-A-Center, Inc. is a rent-to-own operator in North America. The Company provides an opportunity to obtain ownership of products, such as consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories), under rental purchase agreements. The Company operates in four segments: Core U.S., Acceptance Now, Mexico and Franchising. Its Core U.S. and Mexico stores generally offer merchandise from over five basic product categories: consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories). The Acceptance Now segment provides an on-site rent-to-own option at a third-party retailer’s location. Its Franchising segment engages in the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-to-own transaction. It offers brands, such as LG, Frigidaire, Acer, Apple, Asus, Samsung, Ashley, Powell and Standard.