Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 22 2017 - 04:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
RENT-A-CENTER, INC. |
(Name of Registrant as Specified in Its Charter)
|
|
ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP
ENGAGED CAPITAL CO-INVEST V, LP
ENGAGED CAPITAL CO-INVEST V-A, LP
ENGAGED CAPITAL FLAGSHIP FUND, LP
ENGAGED CAPITAL FLAGSHIP FUND, LTD.
ENGAGED CAPITAL, LLC
ENGAGED CAPITAL HOLDINGS, LLC
GLENN W. WELLING
JEFFREY J. BROWN
MITCHELL E. FADEL
CHRISTOPHER B. HETRICK
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Engaged Capital, LLC, together
with the other participants named herein (collectively, “Engaged Capital”), has made a definitive filing with the Securities
and Exchange Commission of a proxy statement and accompanying BLUE proxy card to be used to solicit votes for the election
of Engaged Capital’s slate of highly qualified director nominees to the Board of Directors of Rent-A-Center, Inc., a Delaware
corporation (the “Company”), at the Company’s upcoming 2017 annual meeting of stockholders, or any other meeting
of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.
Item 1: On May 22,
2017, Engaged Capital issued a Supplemental Investor Presentation, which is attached as Exhibit 1.
Item 2: On May 22,
2017, Engaged Capital issued the following press release:
ENGAGED CAPITAL RELEASES SECOND PRESENTATION
TO SET THE RECORD STRAIGHT FOR RENT-A-CENTER STOCKHOLDERS
| · | RCII incumbent directors admit to massive value destruction and
continue to reject the exploration of strategic alternatives. |
| · | Presentation highlights Engaged Capital’s track record and
its nominees’ exemplary record of value creation. |
| · | Reminds stockholders to vote the BLUE Engaged Capital
proxy card today to elect Jeffrey J. Brown, Mitchell E. Fadel, and Christopher B. Hetrick and restore stockholder value. |
Newport
Beach, CA, May 22, 2017- Engaged Capital, LLC (together with its affiliates, “Engaged Capital”), an investment
firm specializing in enhancing the value of small and mid-cap North American equities with a 20.5% economic exposure to Rent-A-Center,
Inc. (“RCII” or the “Company”) (NASDAQ:RCII), announced today that it has released a second presentation
to RCII stockholders highlighting the significant value destruction that has occurred under the incumbent Board’s watch
and addressing recent misleading statements made by the Company. The presentation is available at http://engagedcapital.com/press/Supplemental-Presentation-to-Rent-A-Center-Stockholders.pdf.
IT IS TIME TO HOLD THE RCII BOARD
ACCOUNTABLE
VOTE THE BLUE ENGAGED CAPITAL
PROXY CARD FOR ALL THREE ENGAGED CAPITAL NOMINEES TODAY
If you have any questions, or require
assistance with your vote, please contact Saratoga Proxy Consulting LLC, toll- free at (888) 368-0379, call direct at (212) 257-1311
or email: info@saratogaproxy.com
About Engaged Capital:
Engaged Capital, LLC (“Engaged
Capital”) was established in 2012 by a group of professionals with significant experience in activist investing in North
America and was seeded by Grosvenor Capital Management, L.P., one of the oldest and largest global alternative investment managers.
Engaged Capital is a limited liability company owned by its principals and formed to create long-term shareholder value by bringing
an owner’s perspective to the managements and boards of undervalued public companies. Engaged Capital’s efforts and
resources are dedicated to a single investment style, “Constructive Activism” with a focus on delivering superior,
long-term, risk-adjusted returns for investors. Engaged Capital is based in Newport Beach, California.
SOURCE: Engaged Capital, LLC
Investors:
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills
(212) 257-1311 or (888) 368-0379
Info@saratogaproxy.com
Media Contact:
Bayfield Strategy, Inc.
Riyaz Lalani
(416) 907-9365
rlalani@bayfieldstrategy.com
This regulatory filing also includes additional resources:
ex1todfan14a09455023_052217.pdf
Rent A Center (NASDAQ:RCII)
Historical Stock Chart
From Feb 2024 to Mar 2024
Rent A Center (NASDAQ:RCII)
Historical Stock Chart
From Mar 2023 to Mar 2024