Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 8.01 hereof is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2021 Annual Meeting of Stockholders of Rent-A-Center, Inc. (the "Company"), held on June 8, 2021 (the "2021 Annual Meeting"), the Company's stockholders voted on five matters: (1) the election or re-election of two Class III directors nominated by the Company's board of directors, (2) the ratification of the Audit & Risk Committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021, (3) the advisory vote on the compensation of the named executive officers of the Company for the year ended December 31, 2020, as set forth in the Company's proxy statement filed with the Securities and Exchange Commission on April 26, 2021, (4) the approval of the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan (the "2021 LTIP"), and (5) the approval of an amendment to the Company's Certificate of Incorporation to declassify the Company's board of directors and provide for the annual election of the entire board of directors (the "Declassification Amendment"). 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 elected or re-elected as a Class III director:





    Nominee    Votes For  Votes Against Abstentions Broker Non-Votes
  Glenn Marino 54,229,769   3,916,057     20,871       2,714,786
  B.C. Silver  57,856,279    287,194      23,224       2,714,786



Proposal Two: The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was ratified with voting on the proposal as follows:





  Votes For  Votes Against Abstentions
  60,584,341    275,079      22,063



Proposal Three: The compensation of the named executive officers of the Company for the year ended December 31, 2020 was approved, on an advisory basis, as follows:





  Votes For  Votes Against Abstentions Broker Non-Votes
  57,080,639   1,025,058     61,000       2,714,786



Proposal Four: The 2021 LTIP was approved with voting on the proposal as follows:





  Votes For  Votes Against Abstentions Broker Non-Votes
  56,485,576   1,634,768     46,353       2,714,786



Proposal Five: The Declassification Amendment was approved with voting on the proposal as follows:





  Votes For  Votes Against Abstentions Broker Non-Votes
  57,999,513    105,697      61,487       2,714,786


Item 8.01 Other Events.



At the 2021 Annual Meeting, the stockholders of the Company approved the Declassification Amendment. The Declassification Amendment was previously approved and adopted by the Company's board of directors. The Declassification Amendment became effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State on June 8, 2021.

Each director of the Company tendered his or her resignation following the 2021 Annual Meeting and was subsequently reappointed by the remaining directors such that each director now serves a one-year term and will stand for election or re-election annually beginning at the Company's 2022 annual meeting of stockholders.

The description above is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with its approval of the 2021 LTIP, the Company's board of directors also approved certain forms of award agreements to be used to evidence awards of restricted stock units, performance stock units, stock options and deferred stock units granted thereunder. A description of the 2021 LTIP and the types of awards that may be granted thereunder was included with the Company's

Proxy Statement on Form DEF 14A, filed with the Securities and Exchange Commission on April 26, 2021, and is incorporated into this Item 8.01 by reference, and the 2021 LTIP and corresponding forms of award agreements are attached hereto as Exhibits 10.1-10.5 and are incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.



 Exhibit No.                                 Description

       3.1       Certificate of Amendment to the Certificate of Incorporation of
               Rent-A-Center, Inc., dated June 8, 2021.
      10.1       Rent-A-Center, Inc. 2021 Long-Term Incentive Plan.
      10.2       Form of Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Restricted
               Stock Unit Award Agreement.
      10.3       Form of Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Performance
               Stock Unit Award Agreement.
      10.4       Form of Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Stock Option
               Award Agreement.
      10.5       Form of Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Deferred
               Stock Unit Award Agreement.
         104    Cover Page Interactive Data File (formatted in Inline XBRL and
               contained in Exhibit 101).

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