DFAN14A 1 dfan14a09455023_05222017.htm

UNITED STATES

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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)

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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

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