Washington,
D.C. 20549
Dear
Rent-A-Center
Stockholder,
We are less than three weeks away from the 2017
Rent-A-Center
Annual Meeting of Stockholders, on June 8, 2017. As you know, activist hedge fund Engaged Capital, LLC (Engaged Capital) is seeking to replace three of our highly-qualified and
accomplished directors with three of its own hand-picked nominees. We urge you to protect the value of your investment by voting for the Companys slate of Directors as Engaged Capitals slate lacks the requisite skills, experience
and commitment to best protect your interests.
In seeking representation on the
Rent-A-Center
Board, Engaged Capital is acting solely in its own interests and at the expense of all other
Rent-A-Center
stockholders. As a testament to Engaged Capitals lack of understanding of
Rent-A-Centers
business and
industry, its only proposal has been to pursue an opportunistic, self-serving sale process at a time when the Company is undergoing a significant operational transformation. Engaged Capitals sale proposal is not surprising given its short-term
focus. The hedge fund first took a stake in
Rent-A-Center
in October 2016 and continued to build its position while the Companys shares were trading at multi-year
lows.
Notwithstanding Engaged Capitals short-term time horizon and interest, the
Rent-A-Center
Board and management team have held extensive discussions with Engaged Capital in an effort to maintain a constructive dialogue and reach a resolution that
would have avoided the disruption and expense of a contested election. In fact, the
Rent-A-Center
Board even offered two director seats to Engaged Capital, which Engaged
Capital promptly rejected. Following this rejection, Engaged Capital has expressed no interest in negotiating with the
Rent-A-Center
Board to reach an amiable
resolution, which further demonstrates its singular focus on solely advancing its own interests at the expense of all other
Rent-A-Center
stockholders.
We urge you to protect the value of your investment in
Rent-A-Center
and vote
FOR
all three of the Companys experienced and highly-qualified director candidates
Mark E. Speese, Jeffery M. Jackson and Leonard H. Roberts
on the
WHITE
proxy card
TODAY
.
ENGAGED CAPITAL: SHORT-TERM FOCUS AND HISTORY OF STOCKHOLDER VALUE DESTRUCTION
Engaged Capital is a short-term focused activist hedge fund with a history of destroying stockholder value.
|
|
|
Short-term investor:
Engaged Capital exited its ten most recent activist campaigns after an average holding period of only ~13 months.
1
|
|
|
|
Consistent value destruction:
Companies at which Engaged Capital has secured a Board seat
have underperformed the S&P 500 index by an average of 7.8%
from the time of Engaged Capitals new
director appointments. Excluding those companies that were sold subsequent to Engaged Capitals new director appointments,
underperformance relative to the S&P 500 was an average of 20.7%
.
2
|
1
|
Uses stake at 13F reporting dates to determine ownership; campaigns at: Volcano Corp., Silicon Image, Rentech, Outerwall, Oplink Communications, HeartWare International, Boulder Brands, Big 5 Sporting Goods,
Aerovironment, Abercrombie & Fitch.
|
2
|
Calculated as total compound stockholder return from time of Engaged nominee appointment through the present (or, in the case of a sale, through the closing date), including dividend reinvestment.
|
The following illustrates outcomes for stockholders in three situations in which Engaged Capital has been
involved in companies and that involvement has created adverse results for stockholders:
3
,
4
In short, Engaged Capital has a track record of running short-term attacks on companies using aggressive rhetoric and
dubious claims that ultimately result in poor returns for all stockholders.
ENGAGED CAPITAL HAS DEMONSTRATED ZERO UNDERSTANDING OF
RENT-A-CENTERS
BUSINESS AND HAS OFFERED NO PLAN BEYOND RUNNING A SELF-SERVING SALE PROCESS
The
Rent-A-Center
Board of Directors takes its fiduciary responsibilities to
stockholders seriously. The Board regularly reviews the Companys strategic priorities and opportunities, and assesses them against a variety of strategic options.
Everything we do is in the context of creating value for ALL of our
stockholders.
The
Rent-A-Center
Board thoroughly reviewed Engaged
Capitals single, self-serving suggestion of immediately launching an opportunistic sale process. The Board determined that continuing to execute
3
|
Source: Company filings, FactSet, as of 5/17/17. Data runs from date Engaged Capital joined each Board (Abercrombie & Fitch: 6/19/14; Jamba Juice: 1/13/15; TriMas: 2/25/15) through close of market 5/17/17.
|
4
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These investment illustrations do not capture the possible corporate governance risks that may arise if Engaged
Capitals nominees are elected to the
Rent-A-Center
Board. For example, Jeffrey J. Brown, one of Engaged Capitals nominees, was a director of RCS Capital
Corp. during the same period when (a) that company filed bankruptcy, and (b) one of its subsidiaries settled stockholder voting fraud charges and surrendered its
broker-dealer
licenses at the state
and federal levels.
|
on our strategic plan will deliver substantially more value to all stockholders than conducting a sale process at this time, which will only transfer that upside to any potential buyers. Aside
from an outright sale of the Company, Engaged Capital has offered
NO plan, NO ideas and NO strategy
to drive value for stockholders.
|
|
|
Rent-A-Center
Board and Management
Turnaround Plan Already Producing Results
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Engaged Capital:
No Operating Plan, No Ideas, No Strategy
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✓
Rent-A-Center
has a comprehensive turnaround plan carefully designed to grow and improve all segments of the business
|
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×
Engaged Capital has not demonstrated an understanding of
Rent-A-Centers
business, the
rent-to-own
industry or the attractive stockholder value potential embedded in our strategic plan
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|
✓ Plan was developed via a thoughtful and thorough process with input from the entire Board and senior management team
|
|
×
Engaged Capital has offered no view on an operating strategy
|
|
|
✓ Plan includes specific, highly-actionable items the Company has and will continue to pursue in each of its segments to turn the business around and drive value for
all stockholders
|
|
×
Engaged Capitals only proposal is to sell the Company now to benefit itself, while shares are trading near multi-year lows
|
|
|
✓ Strategic plan has already produced positive results and is being overseen by an experienced, independent and diverse Board that is committed to driving change and progress
|
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×
Selling the Company today would deprive existing stockholders of the significant upside embedded in the Boards strategic plan
|
We believe that voting for Engaged Capitals nominees is a vote for value destruction and would usurp the opportunity for
Rent-A-Center
stockholders to share in the upside embedded in the strategic plan, which is well underway and already delivering significant progress.
Its clear
to us that Engaged Capital is pursuing a campaign solely for its own benefit, which will not maximize value for all
Rent-A-Center
stockholders.
PROTECT THE VALUE OF YOUR INVESTMENT VOTE THE ENCLOSED
WHITE
PROXY CARD
TODAY
In order to preserve the value of your investment and ensure the Company continues to execute on its strategic plan, it is important to support the
Rent-A-Center
Boards compelling slate of nominees. Engaged Capitals nominees will answer to only one stockholder and blindly pursue its agenda to immediately run
an opportunistic sale process, despite how value destructive it may be for our stockholders other than Engaged Capital.
Your Board unanimously recommends
that stockholders vote
FOR
Rent-A-Centers
three highly-qualified candidates
Mark E. Speese, Jeffery M. Jackson and Leonard H.
Roberts
for election at the Companys Annual Meeting, which is a vote in favor of a Board that is committed to acting in your best interests.
We urge you to protect the value of your investment and disregard Engaged Capitals self-serving campaign by simply discarding any blue proxy card that
you may receive from Engaged Capital. Instead, please use the enclosed
WHITE
proxy card to vote
FOR
your Boards nominees
TODAY
by signing, dating and returning the
WHITE
proxy card in the
postage-paid envelope provided.
Thank you for your continued support.
The
Rent-A-Center
Board of
Directors:
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|
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Mark E. Speese
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Michael J. Gade
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Jeffery M. Jackson
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J.V. Lentell
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Steven L. Pepper
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Leonard H. Roberts
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Rishi Garg
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If you have any questions, or need assistance voting your
WHITE
proxy card, please contact:
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Telephone: (212)
297-0720
Toll-Free: (877)
259-6290
Email: Info@okapipartners.com
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.
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, believe, or confident, 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 Companys 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 Companys current and potential customers; changes in the unemployment rate; difficulties encountered in improving the financial and operational performance of the Companys business segments; the Companys
chief executive officer and chief financial officer transitions, including the Companys ability to effectively operate and execute its strategies during the interim period and difficulties or delays in identifying and/or attracting a permanent
chief financial officer with the required level of experience and expertise; failure to manage the Companys store labor and other store expenses; the Companys ability to develop and successfully execute strategic initiatives;
disruptions, including
capacity-related outages, caused by the implementation and operation of the Companys new store information management system, and its transition to more-readily scalable,
cloud-based solutions; the Companys ability to develop and successfully implement digital or
E-commerce
capabilities, including mobile applications; disruptions in the Companys supply
chain; limitations of, or disruptions in, the Companys distribution network; rapid inflation or deflation in the prices of the Companys products; the Companys ability to execute and the effectiveness of a store consolidation,
including the Companys ability to retain the revenue from customer accounts merged into another store location as a result of a store consolidation; the Companys available cash flow; the Companys ability to identify and
successfully market products and services that appeal to its customer demographic; consumer preferences and perceptions of the Companys brand; uncertainties regarding the ability to open new locations; the Companys ability to acquire
additional stores or customer accounts on favorable terms; the Companys ability to control costs and increase profitability; the Companys ability to retain the revenue associated with acquired customer accounts and enhance the
performance of acquired stores; the Companys 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 Companys 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 Companys information technology and
other networks and the Companys ability to protect the integrity and security of individually identifiable data of its customers and employees; changes in the Companys 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 Companys effective tax rate; fluctuations in foreign currency exchange rates; the
Companys ability to maintain an effective system of internal controls; the resolution of the Companys 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, 2016, and its Quarterly Report on Form
10-Q
for the quarter ended March 31, 2017. 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.
Additional Information and Where to Find
It
The Company, its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the
Companys stockholders in connection with the matters to be considered at
Rent-A-Centers
2017 Annual Meeting. On April 27, 2017, the Company filed its
definitive proxy statement (as it may be amended from time to time, the Proxy Statement) and definitive form of
WHITE
proxy card with the U.S. Securities and Exchange Commission (the SEC) with respect to its
2017 Annual Meeting.
The Company
s stockholders are strongly encouraged to read the Proxy Statement, the accompanying
WHITE
proxy card and other documents filed with the SEC carefully and in their entirety
when they become available because they will contain important information.
Additional information regarding the identity of participants, and their direct or indirect interests (by security holdings or otherwise) is set forth in the Proxy
Statement. Stockholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by the Company with the SEC free of charge at the SECs website at
www.sec.gov
. Copies also will be
available free of charge at the Companys website at
www.rentacenter.com
,
by contacting the Companys Investor Relations at
972-801-1100
or by
contacting the Companys proxy solicitor, Okapi Partners LLC, toll free at
1-877-259-6290.
Contacts
Investors:
Maureen Short
Interim Chief Financial Officer
972-801-1899
maureen.short@rentacenter.com
and
Okapi Partners LLC
Bruce H. Goldfarb / Chuck Garske / Teresa
Huang
212-297-0720
Media:
Joele Frank, Wilkinson Brimmer Katcher
Kelly Sullivan / James Golden / Matthew Gross
212-355-4449
TIME IS SHORT!
VOTE FOR THE EXECUTION
OF THE BOARDS STRATEGIC PLAN AND FOR YOUR BOARDS NOMINEES ON THE WHITE CARD TODAY
BY SIGNING, DATING AND RETURNING THE WHITE PROXY
CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED
DEAR RENT-A-CENTER STOCKHOLDER,
We
are less than three weeks away from the 2017 Rent-A-Center Annual Meeting of Stockholders, on June 8, 2017. As you know, activist hedge fund Engaged Capital, LLC (Engaged Capital) is seeking to replace three of our highly-qualified and
accomplished directors with three of its own hand-picked nominees. We urge you to protect the value of your investment by voting for the Companys slate of Directors as Engaged Capitals slate lacks the requisite skills, experience
and commitment to best protect your interests.
In seeking representation on the Rent-A-Center Board, Engaged Capital is acting solely in its own interests and at
the expense of all other Rent-A-Center stockholders. As a testament to Engaged Capitals lack of understanding of Rent-A-Centers business and industry, its only proposal has been to pursue an opportunistic, self-serving sale process at a
time when the Company is undergoing a significant operational transformation. Engaged Capitals sale proposal is not surprising given its short-term focus. The hedge fund first took a stake in Rent-A-Center in October 2016 and continued to
build its position while the Companys shares were trading at multi-year lows.
Notwithstanding Engaged Capitals short-term time horizon and interest,
the Rent-A-Center Board and management team have held extensive discussions with Engaged Capital in an effort to maintain a constructive dialogue and reach a resolution that would have avoided the disruption and expense of a contested election. In
fact, the Rent-A-Center Board even offered two director seats to Engaged Capital, which Engaged Capital promptly rejected. Following this rejection, Engaged Capital has expressed no interest in negotiating with the Rent-A-Center Board to reach an
amiable resolution, which further demonstrates its singular focus on solely advancing its own interests at the expense of all other Rent-A-Center stockholders.
We
urge you to protect the value of your investment in Rent-A-Center and vote FOR all three of the Companys experienced and highly-qualified director candidates Mark E. Speese, Jeffery M. Jackson and Leonard H. Roberts
on the WHITE proxy card TODAY.
YOUR VOTE IS PROTECT YOUR INVESTMENT VOTE THE ENCLOSED WHITE PROXY CARD TODAY FOR THE COMPANYS
HIGHLY-QUALIFIED VERY IMPORTANT AND EXPERIENCED DIRECTOR NOMINEES
ENGAGED CAPITAL: SHORT-TERM FOCUS AND HISTORY OF STOCKHOLDER VALUE DESTRUCTION
ENGAGED CAPITAL IS A SHORT-TERM FOCUSED ACTIVIST HEDGE FUND WITH A HISTORY OF DESTROYING STOCKHOLDER VALUE.
Short-term investor Engaged Capital exited its ten most recent activist campaigns after an average holding period of only ~13 months.1
Consistent value destruction Companies at which Engaged Capital has secured a Board seat have underperformed the S&P 500 index by an average of 7.8% from the time of Engaged
Capitals new director appointments. Excluding those companies that were sold subsequent to Engaged Capitals new director appointments, underperformance relative to the S&P 500 was an average of 20.7%.2
The following illustrates outcomes for stockholders in three situations in which Engaged Capital has been involved in companies and that involvement has created adverse results for
stockholders:
Relative Total Stockholder Return Underperformance vs. S&P 500 Following Engaged Capitals Appointment to Board3,4
+33.5% +22.2% +16.9% (11.7%)
S&P 500 Index Gain
Company Stock Decline
(50.5%) (60.8%)
4 BOARD SEATS 1 BOARD SEAT 1 BOARD SEAT
UNDERPERFORMANCE
VS. MARKET (94.3%) (72.7%) (28.6%)
In short, Engaged Capital has a track record of running
short-term attacks on companies using aggressive rhetoric and dubious claims that ultimately result in poor returns for all stockholders.
1 Uses stake at 13F
reporting dates to determine ownership; campaigns at: Volcano Corp., Silicon Image, Rentech, Outerwall, Oplink Communications, HeartWare International, Boulder Brands, Big 5 Sporting Goods, Aerovironment, Abercrombie & Fitch.
2 Calculated as total compound stockholder return from time of Engaged nominee appointment through the present (or, in the case of a sale, through the closing date), including
dividend reinvestment.
3 Source: Company filings, FactSet, as of 5/17/17. Data runs from date Engaged Capital joined each Board (Abercrombie & Fitch: 6/19/14;
Jamba Juice: 1/13/15; TriMas: 2/25/15) through close of market 5/17/17.
4 These investment illustrations do not capture the possible corporate governance risks
that may arise if Engaged Capitals nominees are elected to the Rent-A-Center Board. For example, Jeffrey J. Brown, one of Engaged Capitals nominees, was a director of RCS Capital Corp. during the same period when (a) that company filed
bankruptcy, and (b) one of its subsidiaries settled stockholder voting fraud charges and surrendered its broker-dealer licenses at the state and federal levels.
ENGAGED CAPITAL HAS DEMONSTRATED ZERO UNDERSTANDING
OF RENT-A-CENTERS BUSINESS AND HAS OFFERED NO PLAN
BEYOND RUNNING A
SELF-SERVING SALE PROCESS
The Rent-A-Center Board of Directors takes its
fiduciary responsibilities to stockholders seriously. Rent-A-Center Board and Engaged Capital:
The Board regularly reviews the Companys Management Turnaround Plan NO Operating Plan, strategic priorities and opportunities, and assesses Already Producing Results NO
Ideas, NO Strategy them against a variety of strategic options.
Everything we do is in the context of creating
Rent-A-Center has a Engaged Capital has not value for ALL of our stockholders. comprehensive turnaround plan demonstrated an understanding of The Rent-A-Center Board thoroughly
reviewed carefully designed to grow and Rent-A-Centers business, the rent-improve all segments of the to-own industry or the attractive
Engaged
Capitals single, self-serving suggestion business stockholder value potential of immediately launching an opportunistic sale embedded in our strategic plan process. The Board determined that continuing to execute on our strategic plan will
deliver
Plan was developed via a thoughtful Engaged Capital has offered no substantially more value to all stockholders than and thorough process with input view
on an operating strategy conducting a sale process at this time, which will from the entire Board and senior only transfer that upside to any potential buyers. management team Aside from an outright sale of the Company,
Engaged Capital has offered NO plan, NO
Plan includes specific, highly- Engaged Capitals
only proposal is ideas and NO strategy to drive value for actionable items the Company has to sell the Company now to benefit stockholders. and will continue to pursue in each itself, while shares are trading near of its segments to turn the
business multi-year lows
We believe that voting for Engaged Capitals around and drive value for all nominees is a vote for value destruction and stockholders
would usurp the opportunity for Rent-A-Center stockholders to share in the upside embedded Strategic plan has already produced Selling the Company today would in the strategic plan, which is well underway positive results and is being overseen
deprive existing stockholders of and already delivering significant progress. Its by an experienced, independent and the significant upside embedded in clear to us that Engaged Capital is pursuing diverse Board that is committed to the
Boards strategic plan a campaign solely for its own benefit, which driving change and progress will not maximize value for all Rent-A-Center stockholders.
PROTECT YOUR INVESTMENT VOTE THE ENCLOSED WHITE PROXY CARD TODAY
In
order to preserve the value of your investment and ensure the Company continues to execute on its strategic plan, it is important to support the Rent-A-Center Boards compelling slate of nominees. Engaged Capitals nominees will answer to
only one stockholder and blindly pursue its agenda to immediately run an opportunistic sale process, despite how value destructive it may be for our stockholders other than Engaged Capital.
Your Board unanimously recommends that stockholders vote FOR Rent-A-Centers three highly-qualified candidates Mark E. Speese, Jeffery M. Jackson and
Leonard H. Roberts for election at the Companys Annual Meeting, which is a vote in favor of a Board that is committed to acting in your best interests.
We urge you to protect the value of your investment and disregard Engaged Capitals self-serving campaign by simply discarding any blue proxy card that you
may receive from Engaged Capital. Instead, please use the enclosed WHITE proxy card to vote FOR your Boards nominees TODAY by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.
Thank you for your continued support.
The Rent-A-Center Board of Directors:
MARK E. SPEESE JEFFERY M. JACKSON STEVEN L. PEPPER RISHI GARG MICHAEL J. GADE J.V. LENTELL LEONARD H. ROBERTS
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN
If you have questions, need assistance in voting your shares, or wish to change a prior vote, please contact:
PLEASE VOTE TODAY BY TELEPHONE, OKAPI PARTNERS VIA THE INTERNET OR BY SIGNING,
Telephone (212)
297-0720
DATING AND RETURNING THE
Toll-Free (877) 259-6290
ENCLOSED WHITE PROXY CARD.
Email Info@okapipartners.com
Forward-Looking Statements
This presentation 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, believe, or confident, 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 Companys 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 Companys
current and potential customers; changes in the unemployment rate; difficulties encountered in improving the financial and operational performance of the Companys business segments; the Companys chief executive officer and chief
financial officer transitions, including the Companys ability to effectively operate and execute its strategies during the interim period and difficulties or delays in identifying and/or attracting a permanent chief financial officer with the
required level of experience and expertise; failure to manage the Companys store labor and other store expenses; the Companys ability to develop and successfully execute strategic initiatives; disruptions, including capacity-related
outages, caused by the implementation and operation of the Companys new store information management system, and its transition to more-readily scalable, cloud-based solutions; the Companys ability to develop and successfully
implement digital or E-commerce capabilities, including mobile applications; disruptions in the Companys supply chain; limitations of, or disruptions in, the Companys distribution network; rapid inflation or deflation in the prices of
the Companys products; the Companys ability to execute and the effectiveness of a store consolidation, including the Companys ability to retain the revenue from customer accounts merged into another store location as a result of a
store consolidation; the Companys available cash flow; the Companys ability to identify and successfully market products and services that appeal to its customer demographic; consumer preferences and perceptions of the Companys
brand; uncertainties regarding the ability to open new locations; the Companys ability to acquire additional stores or customer accounts on favorable terms; the Companys ability to control costs and increase profitability; the
Companys ability to retain the revenue associated with acquired customer accounts and enhance the performance of acquired stores; the Companys 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 Companys 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 Companys information technology and other networks and the Companys
ability to protect the integrity and security of individually identifiable data of its customers and employees; changes in the Companys 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 Companys effective tax rate; fluctuations in foreign currency exchange rates; the Companys ability to maintain an
effective system of internal controls; the resolution of the Companys 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, 2016, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. 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.
Additional Information and Where to Find It
The Company, its directors, executive officers and
other employees may be deemed to be participants in the solicitation of proxies from the Companys stockholders in connection with the matters to be considered at Rent-A-Centers 2017 Annual Meeting. On April 27, 2017, the Company filed
its definitive proxy statement (as it may be amended from time to time, the Proxy Statement) and definitive form of WHITE proxy card with the U.S. Securities and Exchange Commission (the SEC) with respect to its 2017 Annual
Meeting. The Companys stockholders are strongly encouraged to read the Proxy Statement, the accompanying WHITE proxy card and other documents filed with the SEC carefully and in their entirety when they become available because they will
contain important information. Additional information regarding the identity of participants, and their direct or indirect interests (by security holdings or otherwise) is set forth in the Proxy Statement. Stockholders can obtain the Proxy
Statement, any amendments or supplements to the Proxy Statement and other documents filed by the Company with the SEC free of charge at the SECs website at www.sec.gov. Copies also will be available free of charge at the Companys website
at www.rentacenter.com, by contacting the Companys Investor Relations at 972-801-1100 or by contacting the Companys proxy solicitor, Okapi Partners LLC, toll free at 1-877-259-6290.