Rent-A-Center, Inc. (NASDAQ:RCII) Files An 8-K Submission of Matters to a Vote of Security Holders

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Rent-A-Center, Inc. (NASDAQ:RCII) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Rent-A-Center, Inc. (the
Company) was held on June8, 2017. At the meeting, the Companys
stockholders voted on four matters: (1)election of three Class II
Directors, (2)ratification of the Audit Committees appointment of
KPMG LLP, registered independent accountants, as the Companys
independent auditors for the fiscal year ended December31, 2017,
(3)the approval, on a non-binding basis, of an advisory
resolution on executive compensation, and (4)the frequency of
future advisory votes on executive compensation. The final voting
results for each proposal are set forth below.

Proposal One: A proposal to elect three Class II
Directors. The vote was as follows:

Board of Director Nominees:

Votes For Votes Withheld Broker Non-Votes

Mark E. Speese

13,113,306 220,127 61,355

Jeffery M. Jackson

11,093,342 1,694,884 61,355

Leonard H. Roberts

11,074,389 1,713,837 61,355

Engaged Capital Nominees:

Votes For VotesWithheld BrokerNon-Votes

Jeffrey J. Brown

23,111,250 3,787,993 61,355

Mitchell E. Fadel

24,670,389 2,774,061 61,355

Christopher B. Hetrick

25,428,123 2,016,327 61,355

Based on the final results, the following individuals were
elected to a three-year term as Class II Directors: Jeffrey J.
Brown, Mitchell E. Fadel and Christopher B. Hetrick.

The following directors terms of office continued after the
Annual Meeting of Stockholders:

Michael J. Gade

Rishi Garg

J.V. Lentell

Steven L. Pepper

Proposal Two: The selection of KPMG LLP, registered
independent accountants, as the Companys independent auditors for
the fiscal year ended December31, 2017, was ratified with voting
on the proposal as follows:

Votes For

VotesAgainst Abstentions BrokerNon-Votes

39,239,265

577,450 477,316

Proposal Three: The approval, on a non-binding basis, of
the advisory resolution on executive compensation:

Votes For

Votes Against/Abstentions Abstentions Broker Non-Votes

37,970,549

1,723,149 538,978 61,355

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Proposal Four: The frequency of future advisory votes on
executive compensation:

1 Year

2 Years 3 Years Abstain Broker Non-Votes

38,639,687

193,972 646,372 752,645 61,355

The Company intends to conduct future advisory votes on executive
compensation every year.

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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.