ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On June 22, 2021, PROG Holdings, Inc. (the "Company") held its 2021 annual meeting of shareholders (the "Annual Meeting") in Atlanta, Georgia. As of May 3, 2021, the record date for the Annual Meeting, there were 67,719,308 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. A total of 63,028,596 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy, which was 93% of the aggregate number of shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's shareholders took the actions listed below and elected each of the director nominees to serve as directors until the expiration of such director's term at the Company's 2022 annual meeting of shareholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal from office or death, having cast the following votes:



  Proposal 1 - Election of directors
                                 For              Against          Abstain          Non-Votes
      Kathy T. Betty         59,405,425          611,216          20,977          2,990,978
      Douglas C. Curling     57,031,908        2,984,270          21,440          2,990,978
      Cynthia N. Day         55,374,509        4,642,721          20,388          2,990,978
      Curtis L. Doman        59,275,288          740,871          21,459          2,990,978
      Steven A. Michaels     59,879,973          136,209          21,436          2,990,978
      Ray M. Robinson        53,742,076        6,214,790          80,752          2,990,978
      James Smith            59,928,746           87,847          21,025          2,990,978

Proposal 2 - Approval of a non-binding resolution to approve the Company's executive compensation


                         For            Against        Abstain       Non-Votes
                      58,916,503       1,076,746       44,369        2,990,978

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021


                         For            Against        Abstain       Non-Votes
                      58,304,688       4,707,529       16,379            -



  Proposal 4 - Amendment to the PROG Holdings, Inc. Employee Stock Purchase Plan
                         For            Against        Abstain       Non-Votes
                      59,961,697        48,217         27,704        2,990,978

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