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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
May 12, 2011
RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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0-25370
(Commission File Number)
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45-0491516
(IRS Employer
Identification No.) |
5501 Headquarters Drive
Plano, Texas 75024
(Address of principal executive offices and zip code)
(972) 801-1100
(Registrants telephone
number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the Registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Rent-A-Center, Inc. was held on May 12, 2011. At the
meeting, the registrants stockholders voted on four matters: (1) election of three Class II
Directors, (2) ratification of the Audit Committees appointment of Grant Thornton, LLP, registered
independent accountants, as the registrants independent auditors for the fiscal year ended
December 31, 2011, (3) the approval, on a non-binding basis, of an advisory resolution on executive
compensation, and (4) the frequency of future advisory votes on executive compensation. The final
voting results for each proposal are set forth below.
Proposal One: The individuals named below were elected to a three-year term as Class II Directors:
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Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Mark E. Speese |
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53,976,493 |
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1,239,627 |
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368,677 |
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2,099,945 |
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Jeffery M. Jackson |
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54,778,932 |
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436,796 |
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369,069 |
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2,099,945 |
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Leonard H. Roberts |
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54,738,261 |
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477,467 |
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369,069 |
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2,099,945 |
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The following directors terms of office as a director continued after the Annual Meeting of
Stockholders:
Mitchell E. Fadel
Michael J. Gade
Kerney Laday
J.V. Lentell
Paula Stern, Ph.D.
Proposal Two: The appointment of Grant Thornton, LLP, registered independent accountants, as our
independent auditors for the fiscal year ended December 31, 2011, was ratified with voting on the
proposal as follows:
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Votes For |
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Votes Against |
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Abstentions |
57,261,375
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415,194
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8,173 |
Proposal Three: The approval, on a non-binding basis, of the advisory resolution on executive
compensation:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
53,089,909
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1,565,962
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928,926
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2,099,945 |
Proposal Four: The frequency of future advisory votes on executive compensation:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
49,577,215
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133,209
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4,945,806
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928,567
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2,099,945 |
The registrant intends to conduct future advisory votes on executive compensation every year.
On May 12, 2011, Rent-A-Center, Inc. (the Company) issued a press release announcing that
its board of directors increased its quarterly cash dividend from $0.06 per share to $0.16 per
share, beginning with the dividend for the third quarter of 2011. The Company declared a cash
dividend in the amount of $0.16 per share payable on July 20, 2011, to common stockholders of
record as of the close of business on July 1, 2011.
The press release containing these announcements is furnished as Exhibit 99.1.
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Item 9.01 |
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Financial Statements and Exhibits |
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99.1
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Press Release issued on May 12, 2011 by Rent-A-Center, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RENT-A-CENTER, INC.
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Date: May 12, 2011 |
By: |
/s/ Ronald D. DeMoss
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Ronald D. DeMoss |
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Executive Vice President General Counsel and
Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release issued on May 12, 2011 by Rent-A-Center, Inc. |
exv99w1
Exhibit 99.1
For Immediate Release:
RENT-A-CENTER, INC.
INCREASES QUARTERLY CASH DIVIDEND FROM $0.06 TO $0.16
Declares Cash Dividend
For The Third Quarter Of 2011
Plano, Texas, May 12, 2011 Rent-A-Center, Inc. (the Company) (NASDAQ/NGS: RCII), the nations
largest rent-to-own operator, today announced that its Board of Directors has approved a 167%
increase in its quarterly cash dividend from $0.06 per share to $0.16 per share, beginning with the
dividend for the third quarter of 2011.
Our strong financial position enables us to enhance our returns to stockholders through a dividend
increase, said Mark E. Speese, Chairman and Chief Executive Officer of the Company. In addition
to reflecting the Companys confidence in its strong cash flows, this dividend increase represents
our belief that continued investments in our strategic initiatives will generate growth and provide
long-term value for our stockholders.
The Company declared a $0.16 per share cash dividend for the third quarter of 2011 to be paid to
the Companys common stockholders. The dividend will be paid on July 20, 2011 to common
stockholders of record as of the close of business on July 1, 2011.
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Rent-A-Center, Inc., headquartered in Plano, Texas, currently operates approximately 3,000
company-owned stores nationwide and in Canada, Mexico and Puerto Rico. The stores generally offer
high-quality, durable goods such as major consumer electronics, appliances, computers and furniture
and accessories under flexible rental purchase agreements that generally allow the customer to
obtain ownership of the merchandise at the conclusion of an agreed upon rental period. ColorTyme,
Inc., a wholly owned subsidiary of the Company, is a national franchiser of approximately 200
rent-to-own stores operating under the trade name of ColorTyme.
This press release and the guidance above contain forward-looking statements that involve risks and
uncertainties. Such forward-looking statements generally can be identified by the use of
forward-looking terminology such as may, will, expect, intend, could, estimate,
should, anticipate, or believe, or the negative thereof or variations thereon or similar
terminology. Although the Company believes that the expectations reflected in such forward-looking
statements will prove to be correct, the Company can give no assurance that such expectations will
prove to have been correct. The actual future performance of the Company could differ materially
from such statements. Factors that could cause or contribute to such differences include, but are
not limited to: uncertainties regarding the ability to open new rent-to-own stores; the Companys
ability to acquire additional rent-to-own stores or customer accounts on favorable terms; the
Companys ability to control costs and increase profitability; the Companys ability to identify
and successfully enter new lines of business offering products and services that appeal to its
customer demographic; the Companys ability to enhance the performance of acquired stores; the
Companys ability to retain the revenue associated with acquired customer accounts; the Companys
ability to identify and successfully market products and services that appeal to its customer
demographic; the Companys ability to enter into new and collect on its rental purchase agreements;
the passage of legislation adversely affecting the rent-to-own industry; the Companys failure to
comply with statutes or regulations governing the rent-to-own or financial services industries;
interest rates; increases in the unemployment rate; economic pressures, such as high fuel costs,
affecting the disposable income available to the Companys targeted consumers; conditions affecting
consumer spending and the impact, depth, and duration of current economic conditions; changes in
the Companys stock price and the number of shares of common stock that it may or may not
repurchase; future dividends; changes in estimates relating to self-insurance liabilities and
income tax and litigation reserves; changes in the Companys effective tax rate; the
Companys ability to maintain an effective system of internal controls; changes in the number of
share-based compensation grants, methods used to value future share-based payments and changes in
estimated forfeiture rates with respect to share-based compensation; the resolution of material
litigation; and the other risks detailed from time to time in the Companys SEC reports, including
but not limited to, its annual report on Form 10-K for the year ended December 31, 2010, and its
quarterly report on Form 10-A for the quarter ended March 31, 2011. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this press
release. Except as required by law, the Company is not obligated to publicly release any revisions
to these forward-looking statements to reflect the events or circumstances after the date of this
press release or to reflect the occurrence of unanticipated events.
Contact for Rent-A-Center, Inc.:
David E. Carpenter
Vice President of Investor Relations
(972) 801-1214
david.carpenter@rentacenter.com