Upbound Group (UPBD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 3, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

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

• Shareholders of record as of April 8, 2025, are eligible to vote, with 57,825,534 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as the new independent auditor, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Shareholder proposals and director nominations must comply with bylaw procedures and SEC rules for inclusion in future meetings.

Board of directors and corporate governance

• Board consists of seven directors, with a majority being independent; CEO and Chairman roles are separated.

• Two new nominees: Charu Jain and Fahmi Karam (incoming CEO effective June 1, 2025).

• Board committees include Audit & Risk, Compensation, Nominating and Corporate Governance, and Cybersecurity, Technology and Innovation.

• Annual board and committee self-evaluations are conducted for continuous improvement.

• Directors are subject to equity ownership guidelines and receive a mix of cash and DSU compensation.