Upbound Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven individuals nominated by the Board to serve one-year terms as directors.

2. 2

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit & Risk Committee’s selection of Deloitte & Touche LLP as Upbound’s independent registered public accounting firm for 2026.

   More detail

   Proposal asks shareholders to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026. Management seeks stockholder ratification as good corporate practice even though stockholder approval is not required; ratification would affirm the Audit & Risk Committee’s selection and provide public validation of auditor independence. The Audit & Risk Committee conducted a formal review, considered Deloitte’s qualifications and independence (including written independence statements), and pre-approved Deloitte’s audit and permissible non-audit services in 2025. The proposal is routine and management recommends a FOR vote, arguing that Deloitte has the requisite experience with the Company’s financial reporting and that ratification supports consistent audit oversight. A NO vote would signal shareholder concern about the choice but would not automatically replace the auditor; the Audit & Risk Committee retains authority to appoint a different firm if warranted.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers for the year ended December 31, 2025.

   More detail

   This non-binding resolution asks shareholders to approve the named executive officers’ compensation as disclosed for 2025. Management argues the program aligns pay with performance through heavy weighting of at-risk compensation (annual incentives tied to Adjusted EBITDA and segment revenues; long-term performance stock units tied to relative TSR vs. S&P 1500 Specialty Retail Index), strict governance features (clawback, stock ownership guidelines, no hedging/pledging), and rigorous target-setting. The Board highlights prior investor outreach and a 98% favorable say-on-pay vote in 2025 as evidence of support. A FOR vote endorses the Compensation Committee’s design and outcomes; a substantial vote AGAINST could prompt the Compensation Committee to engage with investors and revise program features. The vote is advisory, and the Board will consider results in future compensation decisions.

4. 4

   Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to select whether advisory votes on executive compensation should occur every one, two, or three years.

   More detail

   This advisory proposal asks shareholders to indicate whether say-on-pay votes should occur annually, biennially, or triennially. The Board recommends annual votes, arguing that yearly input provides more immediate feedback on compensation practices and helps guide the Compensation Committee’s decisions. Although non-binding, the Board will consider the outcome and may adapt frequency based on investor preferences. Management’s recommendation reflects a preference for more frequent engagement and responsiveness to shareholders.

5. 5

   Approval of the Upbound Group, Inc. 2026 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Long-Term Incentive Plan authorizing 4,700,000 shares for issuance under the plan (replacing the 2021 Plan); supports grants of options, RSUs, PSUs and other equity awards.

   More detail

   Management requests shareholder approval of the 2026 Long-Term Incentive Plan to authorize 4.7 million shares for equity awards, replacing the 2021 Plan. The proposal is motivated by retention and recruitment needs, the desire to continue performance-weighted equity grants (PSUs tied to relative TSR), and to preserve alignment between employees’ incentives and long-term shareholder returns. The board emphasizes plan governance features — no evergreen provision, limited director award caps, minimum vesting (one year), prohibition on repricing without shareholder approval, double-trigger change-in-control protection and clawback policy compliance — to mitigate dilution and opportunistic grant timing. Approving the plan would allow the Company to maintain its current pay-for-performance equity design; rejection would force continued reliance on the 2021 Plan’s remaining share pool and could limit future equity grant flexibility, potentially necessitating increased cash compensation or alternative structures. The Board recommends a FOR vote, arguing the share request is reasonable given historic burn rates, strategic hires and the plan’s built-in safeguards against shareholder value erosion.

Upcoming shareholder meetings at Upbound Group Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Upbound Group Inc 2026 annual meeting?

Upbound Group Inc (UPBD) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Upbound Group Inc 2026 meeting?

The record date for the Upbound Group Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Upbound Group Inc's 2026 meeting?

The board is presenting 6 director nominees at the Upbound Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Upbound Group Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Upbound Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.