Item
|
5.07 Submission of Matters to a Vote of Security Holders.
|
The Special Meeting of Stockholders (the
Special Meeting
) of Rent-A-Center, Inc. (the
Company
) was held
on September 18, 2018. At the Special Meeting, the Companys stockholders voted on three matters:
(1) to adopt and approve (a) the
Agreement and Plan of Merger (as it may be amended from time to time, the
Merger Agreement
), dated as of June 17, 2018, by and among the Company, Vintage Rodeo Parent, LLC, a Delaware limited liability company
(
Parent
), and Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (
Merger Sub
), pursuant to which Merger Sub will merge with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, and (b) the transactions contemplated by the Merger Agreement, including, without limitation, the Merger (the
Merger Proposal
);
(2) a proposal to approve, on an advisory (non-binding) basis, specified compensation that may
become payable to the named executive officers of the Company in connection with the Merger (the
Advisory Compensation Proposal
); and
(3) a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to
solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal (the
Adjournment Proposal
).
The final voting results for each proposal are set forth below.
Proposal One: The Merger Proposal was approved by the requisite vote of the Companys stockholders. The voting results regarding this
proposal are set forth below:
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
|
Abstentions
|
|
41,539,430
|
|
|
2,914,220
|
|
|
|
479,267
|
|
Proposal Two: The Advisory Compensation Proposal was approved by the requisite vote of the Companys
stockholders. The voting results regarding this proposal are set forth below:
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
|
Abstentions
|
|
39,836,300
|
|
|
4,472,122
|
|
|
|
624,466
|
|
Proposal Three: The Adjournment Proposal was approved by the requisite vote of the Companys
stockholders. The voting results regarding this proposal are set forth below:
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
|
Abstentions
|
|
41,403,796
|
|
|
3,029,550
|
|
|
|
499,472
|
|
Although Proposal Three was approved, adjournment of the Special Meeting was not necessary or appropriate
because the Companys stockholders approved the Merger Proposal.
The Merger remains subject to the satisfaction or waiver of certain
closing conditions that have not yet been satisfied, including receipt of regulatory approvals and other customary closing conditions.
2