Form 8-K RENT A CENTER INC DE For: Sept. 28

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RENT A CENTER INC DE







0000933036
2022-09-28
2022-09-28


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UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(D) of the

Stock Exchange Act of 1934

Postponement date:
(Date of first reported event)

September 28, 2022

Rent-A-Center, Inc.

(Exact name of the declarant as specified in the charter)

Delaware 001-38047 45-0491516

(State or other jurisdiction of

constitution or organization)

(Commission

File number)

(IRS Employer

ID number.)

5501 Headquarters Drive

Plan, Texas 75024
(Address of main executive offices and postal code)

(972)
801-1100

(Telephone number of holder, including area code)

N / A

(Former name or address, if changed since last report)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨ Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425).
¨ Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12).
¨ Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b)).
¨ Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common shares, par value $0.01 RCII The Nasdaq stock market

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Growing emerging company ¨
If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives

Departure of EVP – Chief Financial Officer

On September 28, 2022, Ms. Maureen Short, Executive Vice President – ​​Chief Financial Officer of Rent-A-Center, Inc. (the “Company”) left the Company. At that time, Ms. Short ceased to be the Chief Financial Officer and an officer and employee of the Company. In connection with her departure, Ms. Short will be entitled to receive payments and benefits under the existing leadership transition agreement between Ms. Short and the Company (the “ETA”), subject to the terms and conditions of the ETA.

Appointment of EVP – Chief Financial Officer

On
On September 29, 2022, the Company announced that Mr. Fahmi Karam will join the Company as Executive Vice President – Chief Financial Officer effective October 31, 2022 (the “Effective Date”).

Mr. Karam, 43, has over 20 years of finance and accounting experience, most recently serving as Chief Financial Officer of Santander Consumer USA since September 2019. Mr. Karam previously held the position of Head of Santander pricing and analysis from May 2018 to September. 2019 and as Executive Vice President, Strategy and Business Development from September 2015 to May 2018. Prior to his tenure at Santander, Mr. Karam spent 12 years at JP Morgan Investment Bank, where he finished as a executive Director. Prior to JP Morgan, Mr. Karam was a senior partner at Deloitte Audit Assurance Services for two years. Mr. Karam holds a bachelor’s and master’s degree in accounting from Baylor University, and is a certified public accountant.

In connection with his appointment, the Company entered into a letter of offer with Mr. Karam (the “Letter of Offer”). Pursuant to the letter of offer, Mr. Karam will receive (1) an annual base salary of $1,000,000, (2) commencing March 2024 (for fiscal year 2023), an annual incentive bonus with a target opportunity equal to 60% of Mr. Karam’s base salary, (3) in February 2023, a one-time long-term incentive plan award worth $2,500,000 and effective February 2024, eligibility to participate in the Company’s long-term incentive program with an annual award amount equal to 100% of his base salary and (4) eligibility to participate in benefit plans and programs (for example, medical, dental, life insurance, 401(k) and deferred compensation plan) that the Company generally offers to other senior executives. Mr. Karam will also receive a signing bonus pursuant to the letter of offer of $1,000,000 and an award of restricted stock units (“RSUs”) with a grant date value of 2,000,000. $. The signature of the RSUs will vest over three years from the grant date in equal annual installments. Mr. Karam will also enter into a senior management transition agreement with the company on his start date, which provides for specific payments and benefits in the event of an involuntary termination of employment, subject to the terms and conditions of the leadership transition.

There is no arrangement or understanding between Mr. Karam and any other person under which he was selected as Executive Vice President – Chief Financial Officer, and Mr. Karam has no direct or indirect material interest in any transaction required to be disclosed pursuant to Rule SK 404(a).

Section 7.01 Disclosure of FD Rules.

On September 29, 2022, the Company issued a press release announcing the management changes described in Section 5.02 of this Form 8-K and updating its consolidated guidance for the third quarter of 2022. A copy of the press release is attached. herein as Exhibit 99.1 and is incorporated herein by reference. The information in this paragraph, together with Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act. of 1933.

Forward-looking statements

This Form 8-K contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “could”, “estimate”, “predict ”, “continue”, “should”, “anticipate”, “believe” or “confident”, or the negative form of these or variations thereof or similar terminology and including, among other things, statements concerning the Company’s updated guidance for the third quarter of 2022 and other statements that are not historical facts. There can be no assurance that such expectations will be realized. The Company’s actual future performance could differ materially and adversely from these statements. Factors that could cause or contribute to such differences include the risks detailed from time to time in the Company’s SEC reports, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended on December 31, 2021 and in its subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Except as required by law, the Company is under no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events.

Item 9.01 Financial statements and supporting documents.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be executed on its behalf by the duly authorized undersigned.

RENT-A-CENTER, INC.
Date: September 29, 2022 By: /s/ Bryan Pechersky
Bryan Pechersky
Executive Vice President, General Counsel and Secretary

ATTACHMENTS / PARTS

PART 99.1

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