Upbound Group (UPBD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 2, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, voting frequency on compensation, and a new long-term incentive plan.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with options for paper copies upon request.

• Shareholders of record as of April 7, 2026, are eligible to vote, with 58,351,797 shares outstanding.

Voting matters and shareholder proposals

• Seven directors are nominated for one-year terms; all but the CEO are independent.

• Proposals include ratification of Deloitte & Touche LLP as auditor, advisory votes on executive compensation and its frequency, and approval of the 2026 Long-Term Incentive Plan.

• Board recommends voting FOR all proposals and for annual (one-year) say-on-pay votes.

Board of directors and corporate governance

• Board leadership is separated between an independent Chairman and the CEO.

• All non-employee directors are independent; committee structure includes Audit & Risk, Compensation, Nominating and Corporate Governance, and Cybersecurity, Technology and Innovation.

• Annual board and committee self-evaluations are conducted, and a code of business conduct and ethics is in place.

• Director compensation includes cash and deferred stock units, with a $400,000 stock ownership guideline.