UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices and zip code)
(972 ) 801-1100
(Registrant’s 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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |
Pre-commencement communications pursuant to Rule 13e-4(c) under 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||
Item 5.04 Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.
On August 21, 2019, Rent-A-Center, Inc. (the “Company”) sent a notice (the "Blackout Notice") to its directors and executive officers regarding a blackout period (the "Blackout Period") that will be imposed by the administrator for the Company's 401(k) Savings Plan (the "Plan"). The administrator for the Plan will impose restrictions on transactions by participants in the Plan during the Blackout Period. During the Blackout Period, Plan participants and beneficiaries temporarily will be prevented from effecting certain Plan transactions including transactions in the Rent-A-Center, Inc. Stock Fund. The Blackout Notice informed the Company's directors and executive officers that during the Blackout Period they will be subject to certain trading restrictions with respect to the Company's common shares (including derivative securities such as stock options) acquired in connection with their services as a director or an executive officer of the Company. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's Regulation BTR, which prohibit trading in Company securities by directors and executive officers during certain blackout periods relating to the issuer's 401(k) plan. The Blackout Period will begin on September 17, 2019 and is expected to end during the week of October 27, 2019. A copy of the Blackout Notice is attached as Exhibit 99.1 and is incorporated herein by reference.
The Blackout Period is necessary in order to effect the transition of the assets and administration of the Rent-A-Center, Inc. 401(k) Retirement Plan (the “Plan”) from Intrust Bank to JPMorgan.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information regarding the Blackout Period by contacting the Company’s Benefits Department at 5501 Headquarters Drive, Plano, Texas 75024 or at (800) 275-2696, to which all inquiries regarding the Blackout Period should be directed.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed or furnished, as applicable, herewith:
Exhibit No. | Description | |
99.1 | ||
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.
RENT-A-CENTER, INC. | ||||
Date: August 21, 2019 | By: | /s/ Dawn M. Wolverton | ||
Dawn M. Wolverton | ||||
Interim General Counsel and Secretary | ||||
Exhibit 99.1
NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF
RENT-A-CENTER, INC.
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August 21, 2019
Upcoming JPMorgan Transition and Blackout Period
Starting October 1, 2019, JPMorgan will be the new service provider for the Rent-A-Center, Inc. 401(k) Retirement Savings Plan. In connection with the transition, the Sarbanes-Oxley Act prohibits Rent-A-Center’s Board of Directors and Section 16 Officers from trading in any equity security of Rent-A-Center during the time when plan participants are unable to direct or diversify investments in the Rent-A-Center stock fund held in plan accounts.
Prohibition on trading any Rent-A-Center equity security
As a result of the transition to a new service provider, you will be prohibited from trading in any Rent-A-Center equity from September 17, 2019 until the week of October 27, 2019 (the “SOX Blackout Period”). All of the SOX Blackout Period will occur during the regular quarterly blackout period for the third quarter under the Company’s insider trading policy (September 15, 2019 to November 6, 2019).
Additional Information
If you have any questions about the transition or the SOX Blackout Period, including as to the exact expiration of the SOX Blackout Period, please contact Dawn Wolverton at 972-801-1160 or dawn.wolverton@rentacenter.com.