Business Context and Reporting Period
This Form 8-K is a current report filed by Rent-A-Center, Inc. on February 7, 2019. The filing addresses Item 5.02 regarding the departure of a senior officer and the appointment of a replacement. Note: The request metadata references "UPBOUND GROUP, INC.", but the filing text explicitly identifies the registrant as Rent-A-Center, Inc.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements related to a resignation.
Material Changes
The primary material change reported is the immediate resignation of Fred E. Herman as Executive Vice President - Chief Information Officer, effective February 7, 2019. This departure is classified as a termination without "cause" under his executive transition agreement.
Management Commentary and Compensation Details
- Resignation Terms: Mr. Herman is entitled to unpaid earned base salary through the resignation date, an unpaid bonus for the year ended December 31, 2018, and a severance payment equal to 1.5 times the sum of his highest annual salary (previous 24 months) and average annual bonus (preceding two calendar years).
- Post-Employment Obligations: Mr. Herman is subject to a two-year non-compete and confidentiality covenant.
- Appointment: Mike Santimaw, previously Vice President of Information Security, Innovation Labs and Corporate Solutions, was promoted to Chief Information Officer effective February 7, 2019.
- Successor Background: Mr. Santimaw brings over 18 years of technology experience, including prior roles as a senior partner at 2THEDGE, and senior leadership positions at AstraZeneca Pharmaceuticals and BDP International.
Investor Verification Checklist
- Verify the exact calculation of Mr. Herman's severance package based on his historical salary and bonus data.
- Review the impact of the CIO transition on the company's ongoing technology and information security initiatives.
- Confirm the status of the executive transition agreement and loyalty agreement referenced in the filing (Exhibits 10.24 and 10.14 to the 2016 Form 10-K).