Upbound Group, Inc. (UPBD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Rent-A-Center, Incorporated. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mitch Fadel. Mr. Fadel, the floor is yours.

Thank you, Chris, and good morning, everyone. Welcome on behalf of the Board of Directors and management. I'm pleased to welcome you to the 2020 Annual Meeting of the Stockholders of Rent-A-Center, Inc. I am Mitch Fadel, the Chief Executive Officer and a Director of the company, and I'll act as Chairman of the meeting today, which I now call to order. Mr. Matt Grynwald, Assistant General Counsel of the company, will serve as Secretary of this meeting and has been appointed to determine the presence of a quorum. Ms. Ann Freeman with Computershare has been appointed as the Director of Elections for the meeting and is also in attendance today. Ms. Freeman has taken an oath of office. The proxy holders appointed by the Board of Directors for this meeting are Matt Grynwald and Mike Ray. Thank you for being with us today as circumstances dictate that we hold our first ever virtual annual meeting. We appreciate your continued support and hope you and your families are staying safe and healthy during this extraordinary time. And today's virtual meeting is a live audio webcast. We believe in engaging with our stockholders, and in these unprecedented times, we hope this virtual meeting will maximize participation of stockholders regardless of their location. This technology also enables us to reach a larger audience while containing our costs and complying with shelter and place regulations currently in place in many areas of the country and social distancing recommendations from public health officials. So thank you very much for those who are participating in our virtual meeting online today. Brandon Rowland, representing Ernst & Young, our independent registered public accounting firm, is also present today and will be available to answer any audit-related questions during the Q&A session for which Matt Grynwald will serve as our coordinator. Also joining us through the webcast today are members of our Board of Directors: Michael Gade, Chris Hetrick, Harold Lewis, Carol McFate, Glenn Marino and Jeff Brown, our Chairman of the Board. And at the conclusion of the meeting, Jeff Brown; Maureen Short, our Chief Financial Officer; and I will be available for questions. I'll now pay our attention to the rules of conduct set forth for this meeting. These have been made available to each stockholder in the file section of the left-hand side of the screen. The agenda for today's meeting is also available in the file section. First, we will consider the polls as being voted on today. And following the presentation of the proposals, we will close the polls and present the preliminary report of the inspector of elections. We will then conclude the formal part of the meeting, and at that point, we'll hold the question-and-answer session. You may submit questions online by clicking on the message icon in the upper-right corner of the meeting website screen and typing your question in the box below the prompt. Please note that your question will not be visible to you once submitted; however, you should see a blue banner flash at the bottom of your screen unless you know we have received your question. So at this time, I'll ask Mr. Grynwald to present certain documents related for those who are in our annual meeting.

Thank you, Mitch. I'm pleased to present to the meeting the following documents relating to the calling and convening of this Annual Meeting of Stockholders of the company. A complete list of stockholders entitled to vote at this meeting alphabetically arranged as of the close of business on April 3, 2020, which is the record date set for the meeting by the Board of Directors is provided to stockholders on the left-hand side of the screen and has been open to the examination of any stockholder for at least 10 days as required by law. The list will be kept open during the entire meeting and is subject to the inspection of any stockholder who may be present for any purpose germane to this meeting. The meeting is being held pursuant to the notice of meeting filed with the Securities and Exchange Commission on April 23, 2020. As a result, the meeting is being held pursuant to proper notice. The annual report and proxy statement are available on the company's Investor Relations page and a link is provided on the left-hand side of the screen for stockholders participating through the virtual meeting website. Proxies representing more than 96% out of the 53,779,659 shares of the company's outstanding stock eligible to vote have been received, which is sufficient for a quorum and for a transaction of the business proposed for this meeting.

Since a quorum is present for all matters and due notice of this meeting has been given, I declare the meeting as duly constituted and convened, and it may proceed with the transaction of business. So it's now 8:05 a.m. local time on June 2, 2020, and the polls are open for voting, and we'll close after the items have been presented. Most stockholders have already voted by proxy and those proxy votes have been held in. If you were a stockholder of record as of the record date and have not voted or you wish to change your vote, you may do so now by clicking on the 'Cast your vote' link provided online. If you had previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further actions are required. We will now proceed with the first item of business, the election of 3 Class II Directors, each to serve a 3-year term expiring with the 2023 Annual Meeting of Stockholders. Mr. Jeff Brown, Mr. Chris Hetrick and myself have each been nominated and recommended by the Board of Directors to serve as a Class II Director. Under our bylaws, in order to be elected as the director of the annual meeting, a person must be nominated in advance of such meeting. The procedure and timing for nomination are summarized in the proxy statement and set forth -- enforced in the bylaws. We've not received any other nominations. The second item of business is the ratification of the Audit Risk Committee selection of Ernst & Young as the company's registered independent auditors. And the third item of business is the approval on an nonbinding advisory basis of the compensation of the company's named executive officers for the year ended December 31, 2019. And the final item of business before this meeting is the frequency of future advisory votes on executive officer compensation to take place every 1, 2 or 3 years. The Board of Directors has recommended that you vote for each of the Director nominees for Proposals 2 and 3, and for 1 year, on Proposal 4. I now call for a vote on the proposal, and we will pause for a moment to allow any stockholders who wish to vote to do so at this time. [Voting]

So it's now about 8:07 a.m. local time on June 2, 2020, and I hereby declare that the polls are now closed on all matters being voted up, upon by the stockholders. So I'll ask Ms. Freeman of Computershare report on the preliminary results of voting.

I certify that the ballots and proxies have been counted and that with respect to Proposal 1, approximately 97% of all votes cast at this meeting were voted for Mr. Brown. Approximately 97% of all votes cast at this meeting were voted for Mr. Hetrick. And approximately 99% of all votes cast at this meeting were voted for Mr. Fadel. Accordingly, Mr. Brown, Mr. Hetrick and Mr. Fadel have been duly elected as Class 2 Directors of the company. With respect to Proposal 2, approximately 97% of all votes cast at this meeting were voted for the ratification of the selection of Ernst & Young as the company's independent registered auditor and the proposal is approved. With respect to Proposal 3, approximately 86% of the shares present at this meeting were represented by proxy and entitled to vote at this meeting were cast for the adoption of the advisory resolution approving executive compensation and the proposal is approved. With respect to Proposal 4, approximately 97% of all votes cast at this meeting were voted for a 1 year frequency of future advisory votes on executive officer compensation, exceeding the votes passed for either 2 years or 3 years.

Thank you, Ann. The final voting results will be announced on a current report on Form 8-K filed with the SEC following this meeting. As there are no further matters to be brought before this meeting, the meeting is now adjourned. I'll turn this presentation over to Matt Grynwald to lead our question-and-answer session.

Thank you, Mitch. Since we have not received any questions through the webcast portal, I now conclude the question-and-answer session. Thank you, everyone, for joining us today.

Ladies and gentlemen, this concludes the meeting. You may now disconnect, and have a pleasant day.