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Get filing alertsUpbound Group shareholders approve 2026 equity plan authorizing 4.6M shares for compensation
Filed June 3, 2026 · Period ending June 2, 2026 · ~1 min read
Key Changes
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Stockholders approved new 2026 Long-Term Incentive Plan authorizing 4,590,636 shares for equity awards to directors, officers, and employees. The share count reflects 4.7M originally proposed, reduced by 109,364 shares granted under the prior plan during the transition period.
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Prior 2021 Long-Term Incentive Plan terminated upon approval of new plan. No additional awards can be granted under the old plan and all remaining shares available were cancelled, completing the transition to the new compensation framework.
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All seven director nominees re-elected to board at annual meeting, including CEO Jeffrey Brown. Each received over 41 million votes in favor with minimal opposition, indicating strong shareholder support for current board composition.
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Deloitte & Touche LLP ratified as independent auditor for 2026 with over 51 million votes in favor. No auditor change; this is routine annual approval with no accounting concerns flagged.
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Shareholders voted for annual say-on-pay votes going forward. Board confirmed it will hold advisory votes on executive compensation every year through 2032, providing regular shareholder input on pay practices.
Item 5.07 verify on EDGAR →
Summary
Upbound Group held its annual shareholder meeting on June 2, 2026, with the headline outcome being approval of a new equity compensation plan. The 2026 Long-Term Incentive Plan authorizes 4.6 million shares for future grants to executives, employees, and directors, replacing the prior 2021 plan which was terminated.
The share authorization was adjusted downward from the original 4.7 million proposal to account for grants made under the old plan during the transition period, demonstrating management's commitment to avoid diluting shareholders beyond what was promised. For retail investors, this matters primarily as a dilution event.
The 4.6 million shares represent potential future dilution as the company grants equity to retain and incentivize talent. However, this is a standard practice for public companies and the share count appears reasonable for a company of Upbound's size. The annual meeting was otherwise routine, with all directors re-elected, the auditor ratified, and shareholders endorsing annual say-on-pay votes. Watch for the company's first equity grants under the new plan in upcoming quarterly filings. The size and structure of these grants will reveal how aggressively management plans to use the new share pool and whether compensation practices align with shareholder interests.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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At the Annual Meeting, the Company’s stockholders approved the Upbound Group, Inc. 2026 Long-Term Incentive Plan (the “2026 LTIP”), in which directors, officers (including its named executive officers), employees, consultants and other personnel of the Company or a subsidiary are eligible to participate.
Stockholders approved a new long-term incentive plan at the June 2, 2026 annual meeting. The plan allows the company to grant equity awards to directors, officers, employees, and consultants. This replaces the prior 2021 plan and provides a refreshed pool of shares for future compensation.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: all directors re-elected, auditor ratified, executive compensation approved, and 2026 long-term incentive plan approved.
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The 2026 LTIP was approved
Shareholders approved the 2026 long-term incentive plan with over 40 million votes in favor. This plan will govern equity compensation for executives and employees going forward.
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Having received more than a majority of votes cast at the meeting, each of the individuals named below was re-elected as a director
All seven director nominees were re-elected to the board: Jeffrey Brown, Charu Jain, Fahmi Karam, Molly Langenstein, Harold Lewis, Glenn Marino, and Carol McFate. Each received over 41 million votes in favor with minimal opposition.
Added in current filing · verify on EDGAR →
In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Board has decided that it will include an advisory say-on-pay vote in the Company’s proxy statement every year until the next required advisory vote on the frequency of say-on-pay, which will occur no later than the Company’s annual meeting of stockholders in 2032.
Shareholders voted for annual say-on-pay votes with over 40 million votes supporting the one-year frequency. The board confirmed it will hold annual advisory votes on executive compensation through 2032.
Event · Item 9.01 — Financial Statements and Exhibits
Upbound Group filed exhibits for its 2026 Long-Term Incentive Plan, including amendment and award agreement forms for RSUs, PSUs, and DSUs.
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Upbound Group, Inc. 2026 Long-Term Incentive Plan (incorporated herein by reference to Annex B of the registrant’s Proxy Statement on Schedule 14A, dated as of April 21, 2026)
The company adopted a new 2026 Long-Term Incentive Plan, previously disclosed in its April 2026 proxy statement. This plan governs equity compensation for employees and directors going forward.
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First Amendment to the Upbound Group, Inc. 2026 Long-Term Incentive Plan
The company filed a first amendment to the newly adopted 2026 Long-Term Incentive Plan. The 8-K does not detail the substance of the amendment, but it modifies the plan shortly after adoption.
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Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (RSU) 10.4 Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Performance Stock Unit Award Agreement (PSU) 10.5 Form of Upbound Group, Inc. 2026 Long-Term Incentive Plan Director Deferred Stock Unit Award Agreement (DSU)
The company filed standard form agreements for three types of equity awards under the 2026 plan: restricted stock units for employees, performance stock units tied to company metrics, and deferred stock units for directors. These forms establish the terms for future equity grants.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify