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4MAR202107192510
2024 Proxy Statement
2023 Annual Report
UPBOUND GROUP, INC.
5501 Headquarters Drive
Plano, Texas 75024
Dear Fellow Stockholder:
It is our pleasure to invite you to attend the 2024 Annual Meeting of Stockholders (the    2024 Annual Meeting   ) of Upbound
Group, Inc. The 2024 Annual Meeting will be held on Tuesday, June 4, 2024, at 8:00 a.m., Central Time, at the Upbound
Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive,
Plano, Texas 75024.
In connection with the 2024 Annual Meeting, the attached Notice of Annual Meeting and Proxy Statement describe the
business items we plan to address at the meeting. We also plan to have a question and answer session during which our
stockholders will have the opportunity to ask questions of management regarding our business.
In accordance with the Securities and Exchange Commission   s    Notice and Access    model, we are furnishing proxy materials
to our stockholders via the Internet. On or about April 23, 2024, we began mailing a Notice of Internet Availability of Proxy
Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The
Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the
proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our stockholders
with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our
environmental impact as well as the costs of printing and distribution.
Your vote is very important so we encourage you to review the information contained in the proxy materials and submit
your proxy, regardless of the number of shares you own. It is important that beneficial owners of our common stock instruct
their brokers on how they want to vote their shares. Please note that you will need the control number provided on your
Notice of Internet Availability of Proxy Materials in order to submit your proxy online.
We look forward to seeing you on June 4, 2024.
Sincerely,
/s/ Jeffrey Brown
Jeffrey Brown
Chairman of the Board
/s/ Mitchell Fadel
Mitchell Fadel
Chief Executive Officer and Director
Notice of 2024 Annual Meeting of
Stockholders
Tuesday, June 4, 2024
8:00 a.m., Central Time
The 2024 annual meeting of stockholders of Upbound Group, Inc. will be held on Tuesday, June 4, 2024, at
8:00 a.m., Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our
principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, for the following purposes:
1.
To re-elect the six directors nominated by our board of directors;
2.
To ratify the Audit & Risk Committee   s selection of Ernst & Young LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
3.
To conduct an advisory vote approving the compensation of the named executive officers for the year
ended December 31, 2023, as set forth in the proxy statement;
4.
To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the    Certificate of
Incorporation   ) to limit the liability of certain officers as permitted by Delaware law (the    Exculpation
Amendment   );
5.
To approve other miscellaneous amendments to the Certificate of Incorporation to provide that Board
committees may be established by the Board by a majority of the quorum, to remove the indemnification
provisions, to remove all references to the Series A Preferred Stock and to correct a typo (the    Miscellaneous
Amendments   ); and
6.
To transact other business that properly comes before the meeting and any adjournments or
postponements thereof.
The foregoing items of business are more fully described in the proxy statement, which is attached to, and
made a part of, this notice. Our board of directors has fixed the close of business on April 9, 2024 as the record
date for determining the stockholders entitled to receive notice of, and to vote at, the 2024 Annual Meeting
and at any and all adjournments or postponements thereof.
We are using the    Notice and Access    method of furnishing proxy materials to our stockholders via the Internet.
Instructions on how to access and review the proxy materials on the Internet can be found on the Notice of
Internet Availability of Proxy Materials (the    Notice   ) mailed to stockholders of record on or about April 23,
2024. The Notice also contains instructions on how to receive a paper copy of the proxy materials.
Your vote is important, and whether or not you plan to attend the 2024 Annual Meeting, please vote as
promptly as possible. We encourage you to submit your proxy via the Internet, as it is the most convenient and
cost-effective method of voting. You may also submit your proxy by telephone or by mail (if you receive paper
copies of the proxy materials or request a paper proxy card). Instructions regarding all three methods of voting
are included in the Notice, the proxy card and the proxy statement.
Thank you in advance for voting and for your support of Upbound Group, Inc.
By Order of the Board of Directors,
/s/ Bryan Pechersky
Bryan Pechersky
Executive Vice President     General Counsel
and Corporate Secretary
Upbound Group, Inc.
5501 Headquarters Drive, Plano, Texas 75024
April 23, 2024
 • shareholder letter icon 4/23/2024 Letter Continued (Full PDF)
 • stockholder letter icon 4/25/2023 UPBD Stockholder Letter
 • stockholder letter icon More "Electronics Stores" Category Stockholder Letters
 • Benford's Law Stocks icon UPBD Benford's Law Stock Score = 95


UPBD Shareholder/Stockholder Letter Transcript:

4MAR202107192510
2024 Proxy Statement
2023 Annual Report


UPBOUND GROUP, INC.
5501 Headquarters Drive
Plano, Texas 75024
Dear Fellow Stockholder:
It is our pleasure to invite you to attend the 2024 Annual Meeting of Stockholders (the    2024 Annual Meeting   ) of Upbound
Group, Inc. The 2024 Annual Meeting will be held on Tuesday, June 4, 2024, at 8:00 a.m., Central Time, at the Upbound
Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive,
Plano, Texas 75024.
In connection with the 2024 Annual Meeting, the attached Notice of Annual Meeting and Proxy Statement describe the
business items we plan to address at the meeting. We also plan to have a question and answer session during which our
stockholders will have the opportunity to ask questions of management regarding our business.
In accordance with the Securities and Exchange Commission   s    Notice and Access    model, we are furnishing proxy materials
to our stockholders via the Internet. On or about April 23, 2024, we began mailing a Notice of Internet Availability of Proxy
Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The
Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the
proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our stockholders
with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our
environmental impact as well as the costs of printing and distribution.
Your vote is very important so we encourage you to review the information contained in the proxy materials and submit
your proxy, regardless of the number of shares you own. It is important that beneficial owners of our common stock instruct
their brokers on how they want to vote their shares. Please note that you will need the control number provided on your
Notice of Internet Availability of Proxy Materials in order to submit your proxy online.
We look forward to seeing you on June 4, 2024.
Sincerely,
/s/ Jeffrey Brown
Jeffrey Brown
Chairman of the Board
/s/ Mitchell Fadel
Mitchell Fadel
Chief Executive Officer and Director


Notice of 2024 Annual Meeting of
Stockholders
Tuesday, June 4, 2024
8:00 a.m., Central Time
The 2024 annual meeting of stockholders of Upbound Group, Inc. will be held on Tuesday, June 4, 2024, at
8:00 a.m., Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our
principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, for the following purposes:
1.
To re-elect the six directors nominated by our board of directors;
2.
To ratify the Audit & Risk Committee   s selection of Ernst & Young LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
3.
To conduct an advisory vote approving the compensation of the named executive officers for the year
ended December 31, 2023, as set forth in the proxy statement;
4.
To approve an amendment to the Upbound Group, Inc. Certificate of Incorporation (the    Certificate of
Incorporation   ) to limit the liability of certain officers as permitted by Delaware law (the    Exculpation
Amendment   );
5.
To approve other miscellaneous amendments to the Certificate of Incorporation to provide that Board
committees may be established by the Board by a majority of the quorum, to remove the indemnification
provisions, to remove all references to the Series A Preferred Stock and to correct a typo (the    Miscellaneous
Amendments   ); and
6.
To transact other business that properly comes before the meeting and any adjournments or
postponements thereof.
The foregoing items of business are more fully described in the proxy statement, which is attached to, and
made a part of, this notice. Our board of directors has fixed the close of business on April 9, 2024 as the record
date for determining the stockholders entitled to receive notice of, and to vote at, the 2024 Annual Meeting
and at any and all adjournments or postponements thereof.
We are using the    Notice and Access    method of furnishing proxy materials to our stockholders via the Internet.
Instructions on how to access and review the proxy materials on the Internet can be found on the Notice of
Internet Availability of Proxy Materials (the    Notice   ) mailed to stockholders of record on or about April 23,
2024. The Notice also contains instructions on how to receive a paper copy of the proxy materials.
Your vote is important, and whether or not you plan to attend the 2024 Annual Meeting, please vote as
promptly as possible. We encourage you to submit your proxy via the Internet, as it is the most convenient and
cost-effective method of voting. You may also submit your proxy by telephone or by mail (if you receive paper
copies of the proxy materials or request a paper proxy card). Instructions regarding all three methods of voting
are included in the Notice, the proxy card and the proxy statement.
Thank you in advance for voting and for your support of Upbound Group, Inc.
By Order of the Board of Directors,
/s/ Bryan Pechersky
Bryan Pechersky
Executive Vice President     General Counsel
and Corporate Secretary
Upbound Group, Inc.
5501 Headquarters Drive, Plano, Texas 75024
April 23, 2024



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