Upbound Group Inc

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.

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.

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.

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.