UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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CURRENT REPORT |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director
On January 27, 2022, Rent-A-Center, Inc. (“Rent-A-Center”) announced by press release that, effective January 26, 2022, Ms. Jen You has been elected to the Rent-A-Center Board of Directors (the “Board”) as a new independent director. At this time, Ms. You has not been appointed to any committees of the Board. Ms. You will stand for re-election to the Board at the Company's 2022 annual stockholders meeting, together with all other members of the Board.
Ms. You is an accomplished technology executive. Ms. You currently serves as Head of Product for Uber Rides, a leading global mobility as a service provider, where she leads a global product organization building consumer experiences and reimagining mobility in over 80 countries around the world. Prior to her current position, Ms. You served as VP Growth for RippleX Platform, a provider of technology infrastructure, tools, services, programs and support for creation on the XRP Blockchain Ledger (XRPL), from April 2020 to January 2021; VP Technology Products, Growth & Monetization Strategy, for WeWork, a provider of flexible shared workspaces, from October 2018 to April 2020; and VP Product & Operations for UnitedMasters, a leading digital content distribution company, from December 2016 to August 2018. Prior to that, she served various product and business roles at Facebook (now Meta), a leading social media platform, from 2012 to 2016. In 2020, Ms. You led the launch of a new open-source payment protocol called PayID reaching over 125 million consumers globally, and launched the Open Payments Coalition, a consortium of the world’s largest wallets and exchanges collaborating to make payments more open and interoperable for all consumers. Ms. You received an AB from Harvard College, and an MBA from Stanford Graduate School of Business.
There are no related person transactions involving Ms. You in which Rent-A-Center is a participant requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Ms. You will receive the following compensation for her services on the Board, as provided by Rent-A-Center’s current compensation program for its independent directors. Ms. You may also receive additional compensation for service on one or more Board Committees in the future.
| Element | Description | Amount | |||
| Annual Cash Retainer for Board Service | Payable to the non-employee directors of the Board | $ | 77,500 | ||
| Annual Grant of Deferred Stock Units (“DSU”) | Annual equity award to each non-employee director in the form of DSUs pursuant to Rent-A-Center’s long-term incentive plan. Each DSU represents the right to receive one share of Rent-A-Center common stock. The award is fully vested upon grant and the shares covered by the award are issued upon the termination of the director’s service as a member of the Board. DSUs do not have voting rights. | Units valued at $132,500 (as of the grant date) | |||
| Optional DSU Deferral Awards | Ability to elect each year to defer all or some of the following year’s (1) cash retainers and (2) cash dividends payable on outstanding record date DSUs, into additional DSUs. A company match of 25% is applied to deferred cash retainers and deferred cash dividends when calculating the DSUs. | Based on amount of any cash retainers and cash dividends deferred, plus 25% match | |||
| Cash Dividend Equivalents on DSUs | Unless deferred as described above, the number of DSUs held by a director as of the dividend record date are entitled to receive cash dividends, if and when declared by the Board, as if the DSUs were issued and outstanding shares of Rent-A-Center common stock. | Based on the number of DSUs held as of the dividend record date and the dividend/share |
Departure of EVP – Chief Development Officer
On January 28, 2022, Rent-A-Center announced that Ms. Catherine Skula, Executive Vice President – Chief Development Officer of Rent-A-Center, will be departing Rent-A-Center. Ms. Skula ceased serving as Chief Development Officer and an officer of Rent-A-Center on January 24, 2022 and we expect her employment with Rent-A-Center to end on April 4, 2022. In connection with her departure, Ms. Skula will be entitled to receive the payments and benefits provided by her existing Executive Transition Agreement dated December 29, 2017 (“ETA”), subject to the terms and conditions of the ETA.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the election of Ms. You as a new Rent-A-Center director, as described under Item 5.02, is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits: | |||
| Exhibit No. | Description | ||
| 99.1 | Furnished press release announcing the election of Ms. You as a new Rent-A-Center director | ||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | ||
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.
RENT-A-CENTER, INC. | ||
| Date: January 28, 2022 | By: | /s/ Bryan Pechersky |
| Bryan Pechersky | ||
| Executive Vice President, General Counsel and Secretary | ||