Rent-A-Center, Inc. Confirms Receipt of Director Nominations from Engaged Capital
February 23 2017 - 4:42PM
Business Wire
No Stockholder Action Required at this Time
Rent-A-Center, Inc. (NASDAQ/NGS:RCII) (“Rent-A-Center” or the
“Company”), the nation's largest rent-to-own operator, today
confirmed that Engaged Capital, LLC (“Engaged Capital”) has
provided notice of its intent to nominate five individuals to stand
for the three available positions up for election to the
Rent-A-Center Board of Directors at the Company’s 2017 Annual
Meeting of Stockholders.
The Rent-A-Center Board and management team are committed to
taking actions in the best interests of all stockholders. The
entire Board is mindful of its fiduciary duties and regularly
considers all value-enhancing opportunities. To that end, and at
the direction of the Board, the Rent-A-Center management team is
taking decisive and immediate action to drive operational
improvements at the Company in the near term. In addition, the
Board continues to evaluate a number of cost-saving and
revenue-driving opportunities, which are expected to generate
increased value for all Rent-A-Center stockholders over the long
term. The Board will continue to oversee the execution of these
value-enhancing initiatives to ensure the Company is positioned as
a stronger, more competitive and profitable organization.
The Company’s capital structure, including debt and equity
financing initiatives, is overseen by the Board’s Finance
Committee. This standing Committee is led by an independent
director and is majority-composed of independent directors.
The Rent-A-Center Board comprises seven highly qualified
directors, a majority of whom are independent, all of whom are
actively engaged and possess strong retail, finance, marketing,
technology, strategic planning and C-suite expertise critical to
Rent-A-Center’s business. The Nominating and Corporate Governance
Committee regularly reviews the composition and size of the Board
in order to ensure that the Board has the appropriate expertise,
that its membership consists of persons with excellent backgrounds
and qualifications and that it operates in the best interests of
all stockholders.
The Rent-A-Center Board and its Nominating and Corporate
Governance Committee will review Engaged Capital’s proposed
nominees and present the Board’s recommendation in the Company’s
definitive proxy materials. These materials will be filed with the
Securities and Exchange Commission and mailed to all stockholders
eligible to vote at the 2017 Annual Meeting.
The date of the Company’s 2017 Annual Meeting has not yet been
announced. Rent-A-Center stockholders are not required to take
action at this time.
J.P. Morgan is serving as financial advisor and Winston &
Strawn LLP is serving as legal advisor to Rent-A-Center.
About Rent-A-Center, Inc.
A rent-to-own industry leader, Plano, Texas-based,
Rent-A-Center, Inc., is focused on improving the quality of life
for its customers by providing them the opportunity to obtain
ownership of high-quality, durable products such as consumer
electronics, appliances, computers, furniture and accessories,
under flexible rental purchase agreements with no long-term
obligation. The Company owns and operates approximately 2,600
stores in the United States, Mexico, Canada and Puerto Rico, and
approximately 1,870 Acceptance Now kiosk locations in the United
States and Puerto Rico. Rent-A-Center Franchising International,
Inc., a wholly owned subsidiary of the Company, is a national
franchiser of approximately 230 rent-to-own stores operating under
the trade names of "Rent-A-Center," "ColorTyme," and "RimTyme."
Forward-Looking Statements
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. The Company believes that the expectations reflected
in such forward-looking statements are accurate. However, there can
be no assurance that such expectations will occur. The Company's
actual future performance could differ materially from such
statements. Factors that could cause or contribute to such
differences include, but are not limited to: the general strength
of the economy and other economic conditions affecting consumer
preferences and spending; factors affecting the disposable income
available to the Company's current and potential customers; changes
in the unemployment rate; difficulties encountered in improving the
financial and operational performance of the Company's business
segments; our chief executive officer and chief financial officer
transitions, including our ability to effectively operate and
execute our strategies during the interim period and difficulties
or delays in identifying and attracting a permanent chief executive
officer and chief financial officer, each with the required level
of experience and expertise; failure to manage the Company's store
labor (including overtime pay) and other store expenses; the
Company’s ability to develop and successfully execute strategic
initiatives; disruptions caused by the implementation and operation
of the Company's new store information management system, including
capacity-related outages; the Company’s ability to successfully
market smartphones and related services to its customers; the
Company's ability to develop and successfully implement virtual or
e-commerce capabilities; failure to achieve the anticipated
profitability enhancements from the changes to the 90 day option
pricing program and the development of dedicated commercial sales
capabilities; disruptions in the Company's supply chain;
limitations of, or disruptions in, the Company's distribution
network; rapid inflation or deflation in the prices of the
Company's products; the Company's ability to execute and the
effectiveness of a store consolidation, including the Company's
ability to retain the revenue from customer accounts merged into
another store location as a result of a store consolidation; the
Company's available cash flow; the Company's ability to identify
and successfully market products and services that appeal to its
customer demographic; consumer preferences and perceptions of the
Company's brand; uncertainties regarding the ability to open new
locations; the Company's ability to acquire additional stores or
customer accounts on favorable terms; the Company's ability to
control costs and increase profitability; the Company's ability to
retain the revenue associated with acquired customer accounts and
enhance the performance of acquired stores; the Company's ability
to enter into new and collect on its rental or lease purchase
agreements; the passage of legislation adversely affecting the
rent-to-own industry; the Company's compliance with applicable
statutes or regulations governing its transactions; changes in
interest rates; adverse changes in the economic conditions of the
industries, countries or markets that the Company serves;
information technology and data security costs; the impact of any
breaches in data security or other disturbances to the Company's
information technology and other networks and the Company's ability
to protect the integrity and security of individually identifiable
data of its customers and employees; changes in the Company's stock
price, the number of shares of common stock that it may or may not
repurchase, and future dividends, if any; changes in estimates
relating to self-insurance liabilities and income tax and
litigation reserves; changes in the Company's effective tax rate;
fluctuations in foreign currency exchange rates; the Company's
ability to maintain an effective system of internal controls; the
resolution of the Company's litigation; and the other risks
detailed from time to time in the Company's SEC reports, including
but not limited to, its Annual Report on Form 10-K for the year
ended December 31, 2015, and its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2016, June 30, 2016, and September 30,
2016. 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 hereof or to reflect the occurrence of unanticipated
events.
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version on businesswire.com: http://www.businesswire.com/news/home/20170223006715/en/
For Rent-A-Center, Inc.:Investors:Maureen
ShortInterim Chief Financial
Officer972-801-1899maureen.short@rentacenter.comorOkapi Partners
LLCBruce Goldfarb / Pat McHugh / Teresa
Huang212-297-0720orMedia:Joele Frank, Wilkinson Brimmer
KatcherKelly Sullivan / James Golden / Matt Gross / Aura
Reinhard212-355-4449
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