SCHEDULE 14A INFORMATION
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(RENT-A-CENTER LOGO)
PROXY STATEMENT FOR
AND
NOTICE OF
2003 ANNUAL STOCKHOLDERS MEETING
ANNUAL May 21, 2003
MEETING: 9:30 a.m. local time
LOCATION: Rent-A-Center, Inc.
5700 Tennyson Parkway
Fourth Floor
Plano, Texas 75024
RECORD Close of business on March 26, 2003
DATE:
If you were a stockholder of record at the close of business on March 26, 2003, you may
vote at the meeting.
NUMBER OF VOTES: Holders of our Common Stock are entitled to one vote for each share of Common Stock they
owned on March 26, 2003. The holders of our Preferred Stock were entitled to convert their
two shares of Preferred Stock into 70 shares of our Common Stock on March 26, 2003, and
thus are entitled to an equal number of votes.
AGENDA: 1. To elect two directors, each of whom is to be elected by all of the stockholders; and
2. To transact any other proper business.
PROXIES: Unless you tell us on the proxy card to vote differently, we will vote signed returned
proxies "for" the Board's nominees. The proxy holders will use their discretion on other
matters. If a nominee cannot or will not serve as a director, the proxy holders will vote
for a person whom they believe will carry on our present policies.
PROXIES The Board of Directors.
SOLICITED BY:
FIRST MAILING This proxy statement is dated April 18, 2003. We are first mailing this proxy statement on
DATE: or about April 23, 2003.
REVOKING You may revoke your proxy before it is voted at the meeting. To revoke, follow the
YOUR PROXY: procedures listed on page 19 under "Voting Procedures/Revoking Your Proxy -- How You May
Revoke Your Proxies."
PLEASE VOTE BY RETURNING YOUR PROXY -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION.
CONTENTS
ELECTION OF DIRECTORS....................................... 2
EXECUTIVE OFFICERS.......................................... 7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION..... 9
PERFORMANCE GRAPH........................................... 10
EXECUTIVE COMPENSATION AND OTHER INFORMATION................ 11
OTHER BUSINESS.............................................. 16
INDEPENDENT PUBLIC ACCOUNTANT INFORMATION................... 16
AUDIT COMMITTEE REPORT ON RENT-A-CENTER'S FINANCIAL
STATEMENTS................................................ 17
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE........ 17
RENT-A-CENTER STOCK OWNERSHIP............................... 18
VOTING PROCEDURES/REVOKING YOUR PROXY....................... 19
SUBMISSION OF STOCKHOLDER PROPOSALS......................... 20
ANNUAL REPORT ON FORM 10-K.................................. 20
1
ELECTION OF DIRECTORS
BOARD STRUCTURE: The number of directors currently constituting our entire Board is seven. The directors are
divided into three classes. In general, directors in each class serve for a term of three
years.
Under the terms of our Certificate of Incorporation, the holders of our Preferred Stock are
entitled to elect two of the seven directors, one of which is a Class I director and one of
which is a Class II director. Mr. Copses currently serves as the Class I director and Mr.
Berg currently serves as the Class II director elected by the holders of our Preferred
Stock. In addition, under the terms of the stockholders agreement between Apollo, Mr.
Speese and us, Apollo is entitled to designate a third person to be nominated as a Class
III director who is to be elected by all of our stockholders. Mr. Jhawar currently serves
as the Class III director designated by Apollo.
NUMBER OF DIRECTORS TO Two directors are to be elected, each of whom is to be elected by all of our stockholders.
BE ELECTED:
BOARD NOMINEES OUR BOARD HAS NOMINATED J.V. LENTELL AND ANDREW S. JHAWAR TO BE RE-ELECTED BY ALL OF THE
STOCKHOLDERS. IN ACCORDANCE WITH THE STOCKHOLDERS AGREEMENT, MR. JHAWAR HAS BEEN DESIGNATED
BY APOLLO TO SERVE AS THE CLASS III DIRECTOR. WE URGE YOU TO VOTE FOR MESSRS. LENTELL AND
JHAWAR.
TERMS TO EXPIRE AT THE J.V. Lentell Mr. Lentell has served as one of our directors since
2006 ANNUAL MEETING: February 1995. Mr. Lentell was employed by Kansas State
Bank & Trust Co., Wichita, Kansas, from 1966 until July
1993, serving as Chairman of the Board from 1981 until July
1993. Since July 1993, he has served as a director and Vice
Chairman of the Board of Directors of Intrust Bank, N.A.,
successor by merger to Kansas State Bank & Trust Co. Mr.
Lentell's term as a Class III director expires at this
year's annual stockholders meeting. Mr. Lentell is 64 years
old.
Andrew S. Jhawar Mr. Jhawar has served as one of our directors since October
2001. Mr. Jhawar is a Vice President of Apollo Management,
L.P., where he has worked since February 2000. Prior to
joining Apollo, Mr. Jhawar was an investment banker at
Donaldson, Lufkin, & Jenrette Securities from August 1999
until January 2000 and, from July 1993 until December 1997,
at Jefferies & Company, Inc., primarily concentrating on
the structuring and execution of high yield and equity
financing transactions. From January 1998 until June 1999,
Mr. Jhawar attended Harvard Business School where he
received his MBA degree. Mr. Jhawar serves as the Class III
director designated by Apollo under the stockholders
agreement between Apollo, Mr. Speese and us. Mr. Jhawar's
term as a Class III director expires at this year's annual
stockholders meeting. Mr. Jhawar is 31 years old.
2
CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE Mitchell E. Fadel Mr. Fadel has served as our President since July 2000, as
2004 ANNUAL MEETING: our Chief Operating Officer since December 2002 and as a
director since December 2000. From November 1992 until July
2000, Mr. Fadel served as President and Chief Executive
Officer of our subsidiary ColorTyme. We acquired ColorTyme
in May 1996. From 1983 until 1991, Mr. Fadel was a regional
manager for Thorn Americas and its affiliates. Mr. Fadel's
term as a Class I director expires at our 2004 annual
stockholders meeting. Mr. Fadel is 45 years old.
Peter P. Copses Mr. Copses has served as one of our directors since August
1998. Mr. Copses is a Vice President of Apollo Management,
L.P., where he has worked since 1990. Prior to joining
Apollo, Mr. Copses was an investment banker at Drexel
Burnham Lambert and subsequently at Donaldson, Lufkin, &
Jenrette Securities, primarily concentrating on the
structuring, financing and negotiation of mergers and
acquisitions. Mr. Copses is also a director of Zale
Corporation, an operator of specialty retail jewelry
stores. Mr. Copses serves as one of the two directors
elected by the holders of our Preferred Stock. Mr. Copses'
term as a Class I director expires at our 2004 annual
stockholders meeting. Mr. Copses is 44 years old.
Mary Elizabeth Burton Ms. Burton has served as a director since May 2002. Since
July 1992, Ms. Burton has also served as the Chairman and
Chief Executive Officer of BB Capital, Inc., a management
services and advisory company, which she owns. From June
1998 until April 1999, Ms. Burton served as the Chief
Executive Officer of The Cosmetic Center, Inc. During her
twenty-five year career, Ms. Burton has also served as the
Chief Executive Officer of Supercuts, Inc. and PIP
Printing, Inc., as well as serving in various other senior
executive level capacities in the retailing industry. Ms.
Burton currently also serves on the Board of Directors of
Staples, Inc., The Sports Authority, Inc. and Aeropostale,
Inc. Ms. Burton's term as a Class I director expires at our
2004 annual meeting. Ms. Burton is 51 years old.
3
TERMS TO EXPIRE AT THE Mark E. Speese Mr. Speese has served as our Chairman of the Board and
2005 ANNUAL MEETING: Chief Executive Officer since October 2001 and has served
as one of our directors since 1990. Mr. Speese previously
served as our Vice Chairman from September 1999 until
December 2000. From 1990 until April 1999, Mr. Speese
served as our President. Mr. Speese also served as our
Chief Operating Officer from November 1994 until March
1999. From our inception in 1986 until 1990, Mr. Speese
served as a Vice President responsible for our New Jersey
operations. Prior to joining us, Mr. Speese was a regional
manager for Thorn Americas from 1979 until 1986. Mr.
Speese's term as a Class II director expires at our 2005
annual stockholders meeting. Mr. Speese is 45 years old.
Laurence M. Berg Mr. Berg has served as one of our directors since August
1998. Mr. Berg is a Vice President of Apollo Management,
L.P., where he has worked since 1992. Prior to joining
Apollo, Mr. Berg was a member of the Mergers and
Acquisition Group at Drexel Burnham Lambert. Mr. Berg is
also a director of Sylvan Learning Systems, a provider of
personalized instruction services, and AMC Entertainment,
an operator of movie theaters. Mr. Berg serves as one of
the two directors elected by the holders of our Preferred
Stock. Mr. Berg's term as a Class II director expires at
our 2005 annual stockholders meeting. Mr. Berg is 36 years
old.
4
BOARD INFORMATION
BOARD MEETINGS: During 2002, our Board of Directors met eight times, including regularly scheduled and
special meetings. Each director attended all meetings of the Board during his or her
service as a director, except that Mr. Speese was unable to attend one meeting after
receiving or waiving proper notice, and each of Messrs. Fadel and Berg was unable to attend
two meetings after receiving or waiving proper notice. The Board also took action by
unanimous written consent eleven times during 2002.
BOARD COMMITTEES: Under our stockholders agreement, each committee of our Board is to consist of three
directors, one of whom must be a director nominated by Apollo. Under our Certificate of
Incorporation and our stockholders agreement, so long as our Preferred Stock is
outstanding, one member of each of the Audit Committee, the Compensation Committee, the
Finance Committee and the Executive Committee, if one is created, must be a director who
was elected by holders of our Preferred Stock, which counts as Apollo's one designee on
such committee.
THE AUDIT COMMITTEE recommends the appointment of our independent auditors. It also
approves audit reports and plans, accounting policies, audit fees and certain other
expenses. The Board has adopted a written charter for the Audit Committee, a copy of which
was most recently published in the proxy statement for our 2001 Annual Stockholders
Meeting. The Audit Committee reviews and reassesses the adequacy of the written charter on
an annual basis.
The Sarbanes-Oxley Act of 2002, along with related SEC rulemaking, added a number of
provisions to federal law increasing the responsibility and strengthening the authority of
corporate audit committees. Related rules regarding audit committee structure and
responsibility have also been proposed by the NASD and will become applicable to our Audit
Committee upon adoption. As a result, we are presently reviewing our written charter, and
it is expected that our Board, with the recommendation of our Audit Committee, will amend
the charter later this year to reflect the relevant provisions of the Sarbanes-Oxley Act
and related SEC and NASD rules.
The Audit Committee held six meetings in 2002. The Board has determined that each of
Messrs. Copses and Lentell and Ms. Burton is an "audit committee financial expert" as
defined by SEC rules. In addition, each of them is "independent" as defined by the NASD
listing standards. Under our Certificate of Incorporation and our stockholders agreement, a
director elected by the holders of our Preferred Stock must be a member of the Audit
Committee. Members: Mr. Copses, Chairman, Mr. Lentell and Ms. Burton.
THE COMPENSATION COMMITTEE manages executive officer compensation. It also administers our
compensation and incentive plans, including our Long-Term Incentive Plan. The Compensation
Committee evaluates the competitiveness of our compensation and the performance of our
executive officers, including our Chief Executive Officer. The Compensation Committee held
one regular meeting in 2002 and acted by unanimous written consent eight times during 2002.
All members of the Compensation Committee are non-employee directors. Under our Certificate
of Incorporation and our stockholders agreement, a director elected by the holders of our
Preferred Stock must be a member of the Compensation Committee. Members: Mr. Lentell,
Chairman, and Messrs. Berg and Copses.
5
THE FINANCE COMMITTEE. Under our Certificate of Incorporation, the Finance Committee must
approve the issuance of our debt and equity securities, except in limited circumstances. In
certain cases the approval must be unanimous. Under our Certificate of Incorporation and
our stockholders agreement, a director elected by the holders of our Preferred Stock must
be a member of the Finance Committee. The Finance Committee met once during 2002 and acted
by unanimous written consent twice during 2002. Members: Messrs. Speese, Lentell and
Copses.
BOARD COMPENSATION
RETAINER AND FEES: Non-employee directors each received $3,500 for each Board meeting and $1,000 for each
Committee meeting attended in 2002 and were reimbursed for their expenses in attending such
meetings. In 2003, non-employee directors will each receive an annual retainer of $30,000,
payable in four equal installments on the first day of each fiscal quarter. Additionally,
non-employee directors will each receive $2,000 for each Board meeting and $1,000 for each
Committee meeting attended in person and will be reimbursed for their expenses in attending
such meetings. Non-employee directors will also each receive $500 for each telephonic Board
or committee meeting attended. Messrs. Speese and Fadel did not receive any compensation
for their services as a director during 2002.
OPTION GRANTS: Non-employee directors receive options to purchase 9,000 shares of our Common Stock on the
first business day of the first full fiscal year of service as a director and options to
purchase 5,000 shares of our Common Stock on the first business day of each year
thereafter. The exercise price of the options is the fair market value of shares of our
Common Stock on the grant date. These options vest and are exercisable immediately. Messrs.
Speese and Fadel were not granted any options for their services as a director during 2002.
6
EXECUTIVE OFFICERS
The Board appoints our executive officers at the first Board meeting following
our annual stockholders meeting and updates the executive officer positions as
needed throughout the year. Each executive officer serves at the behest of the
Board and until their successors are elected and appointed or until the earlier
of their death, resignation or removal.
The following table sets forth certain information with respect to our executive
officers:
NAME AGE POSITION
---- --- --------
Mark E. Speese........................ 45 Chairman of the Board of Directors and Chief
Executive Officer
Mitchell E. Fadel..................... 45 President and Chief Operating Officer
Dana F. Goble......................... 37 Executive Vice President -- Operations
Robert D. Davis....................... 31 Senior Vice President -- Finance, Chief Financial
Officer and Treasurer
Christopher A. Korst.................. 43 Senior Vice President -- General Counsel
Steven M. Arendt...................... 46 President and Chief Executive Officer of ColorTyme,
Inc.
Mark E. Speese Mr. Speese has served as our Chairman of our Board and Chief Executive Officer
since October 2001 and has served as one of our directors since 1990. Mr. Speese
previously served as our Vice Chairman from September 1999 until December 2000.
From 1990 until April 1999, Mr. Speese served as our President. Mr. Speese also
served as our Chief Operating Officer from November 1994 until March 1999. From
our inception in 1986 until 1990, Mr. Speese served as a Vice President
responsible for our New Jersey operations. Prior to joining us, Mr. Speese was a
regional manager for Thorn Americas from 1979 until 1986.
Mitchell E. Fadel Mr. Fadel has served as our President since July 2000, as our Chief Operating
Officer since December 2002 and as a director since December 2000. From November
1992 until July 2000, Mr. Fadel served as President and Chief Executive Officer
of ColorTyme. We acquired ColorTyme in May 1996. From 1983 until 1991, Mr. Fadel
was a regional manager for Thorn Americas and its affiliates.
Dana F. Goble Mr. Goble has served as Executive Vice President -- Operations since July 2001
and as an Executive Vice President since March 1999. From March 2000 until July
2001, Mr. Goble also served as our Chief Operating Officer. From December 1996
until March 1999, Mr. Goble served as one of our Senior Vice Presidents, and from
May 1995 until December 1996, Mr. Goble served as one of our Regional Vice
Presidents. From April 1993 until May 1995, Mr. Goble served as our regional
manager for the Detroit, Michigan area.
Robert D. Davis Mr. Davis has served as our Senior Vice President -- Finance since September
1999, as our Chief Financial Officer since March 1999 and as our Treasurer since
January 1997. From September 1998 until September 1999, Mr. Davis served as our
Vice President -- Finance and Treasurer. From June 1997 until September 1998, Mr.
Davis served as our Treasurer. From January 1997 until June 1997, Mr. Davis
served as our Assistant Secretary and Treasurer. From June 1995 until January
1997, Mr. Davis served as our Payroll Supervisor and from June 1993 until June
1995 served as an accountant for us. Mr. Davis is a licensed certified public
accountant in the State of Texas.
7
Christopher A. Korst Mr. Korst has served as our Senior Vice President -- General Counsel since May
2001. From January 2000 until May 2001, Mr. Korst owned and operated AdvantEdge
Quality Cars, which he acquired in a management buyout. From December 1997 until
October 1999, Mr. Korst served as Chief Operating Officer of AdvantEdge Quality
Cars. From November 1996 until November 1997, Mr. Korst served as Vice President
of Thorn Auto, a division of Thorn Americas. During 1996, Mr. Korst served as
Vice President -- Business Development of Thorn Americas. From 1992 until 1996,
Mr. Korst served as Vice President -- Assistant General Counsel of Thorn
Americas.
Steven M. Arendt Mr. Arendt has served as President and Chief Executive Officer of ColorTyme since
July 2000. From January 1999 until July 2000, Mr. Arendt served as Chief
Operating Officer of ColorTyme. From January 1997 until December 1998, Mr. Arendt
served as Vice President of Operations for Cash America, a pawn-shop chain based
in Fort Worth, Texas. From July 1996 until December 1996, Mr. Arendt served as
Vice President of Special Projects for Thorn Americas. From March 1995 until July
1996, Mr. Arendt served as Vice President of Remco.
CODE OF BUSINESS Our Board has adopted a Code of Business Conduct and Ethics governing all of our employees,
CONDUCT AND ETHICS: including our Chief Executive Officer and our Chief Financial Officer. A copy of this Code
of Business Conduct and Ethics is published on our website at www.rentacenter.com under the
"Company Information -- Investor Relations -- Corporate Profile" caption. We intend to make
all required disclosures concerning any amendments to, or waivers from, the Code of
Business Conduct and Ethics on our website.
8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE The Compensation Committee reviews and approves
COMMITTEE: the compensation levels for our members of senior
management, evaluates the performance of senior
management, considers management succession and
considers any related matters for us.
OVERALL We have developed a compensation program for
PHILOSOPHY AND executives and key employees designed to meet the
OBJECTIVES: following goals:
- Reward performance that increases the value of
your stock;
- Attract, retain and motivate executives and key
employees with competitive compensation
opportunities;
- Build and encourage ownership of our shares;
- Balance short-term and long-term strategic
goals; and
- Address the concerns of our stockholders,
employees, the financial community and the
general public.
To meet these objectives, we reviewed competitive
compensation data and implemented the base salary
and annual and long-term incentive programs
discussed below.
EXECUTIVE The available forms of executive compensation
COMPENSATION: include base salary, cash bonus awards and
incentive stock options, restricted stock awards
and stock appreciation rights. Our performance is
a key consideration in determining executive
compensation. However, our compensation policy
recognizes that stock price performance is only
one measure of performance and, given industry
business conditions and our long-term strategic
direction and goals, it may not necessarily be the
best current measure of executive performance.
Therefore, our compensation policy also gives
consideration to the achievement of specified
business objectives when determining executive
officer compensation. The Compensation Committee,
in certain cases, offers employees and executive
officers equity compensation in addition to salary
in keeping with our overall compensation
philosophy, which attempts to place equity in the
hands of our employees in an effort to further
instill stockholder considerations and values in
the actions of all our employees and executive
officers.
Compensation paid to executive officers is based
upon a company-wide salary structure consistent
for each position relative to its authority and
responsibility compared to industry peers. Stock
option awards in fiscal year 2002 were used to
reward certain officers and to retain them through
the potential of capital gains and equity
appreciation in Rent-A-Center. The number of stock
options granted is determined by the subjective
evaluation of the officer's ability to influence
our long-term growth and profitability. Stock
options granted to our senior management have been
granted only pursuant to our Long-Term Incentive
Plan. The Board believes the award of options
represents an effective incentive to create value
for our stockholders.
CEO The Compensation Committee established a base
COMPENSATION: salary for Mr. Speese of $550,000 for 2002. The
Compensation Committee also awarded Mr. Speese a
bonus of $220,000 for services rendered in 2002.
For the 2003 fiscal year, the Compensation
Committee established a base salary for Mr. Speese
of $600,000. The Compensation Committee deemed the
2002 bonus and the salary level for 2003 to be
commensurate with the Chief Executive Officer's
position at comparable publicly owned companies
and in recognition of the increased
responsibilities associated with our growth. In
determining Mr. Speese's salary and bonus, the
Compensation Committee considered Mr. Speese's
industry experience, past performance and other
subjective factors.
The Compensation Committee believes that the Chief
Executive Officer's 2002 and 2003 compensation
levels were and are justified by Rent-A-Center's
financial progress and performance against the
goals set by the Compensation Committee.
COMPENSATION COMMITTEE
J. V. Lentell, Chairman
Laurence M. Berg
Peter P. Copses
9
PERFORMANCE GRAPH(1)
Comparison of Cumulative Total Return Among
Rent-A-Center, NASDAQ Stock Market -- Market Index and Rent A-Center's "Peer
Group"(2)
(PERFORMANCE GRAPH)
RENT-A-CENTER PEER GROUP NASDAQ
------------- ---------- ------
12/31/97 100.00 100.00 100.00
12/31/98 154.88 99.06 141.04
12/31/99 96.65 92.66 248.76
12/31/00 168.29 53.35 156.35
12/31/01 163.76 64.35 124.64
12/31/02 243.66 74.04 86.94
(1) Assumes $100 invested on January 1, 1998 and dividends reinvested, if any.
Historical performance does not necessarily predict future results.
(2) Because of the consolidation in the rent-to-own industry, our peer group has
changed since December 31, 1997. Our peer group for the 2002 fiscal year
consists of Aaron Rents, Inc., Bestway, Inc., Rent-Way, Inc. and Rainbow
Rentals, Inc.
10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF The following table summarizes the compensation we paid our
COMPENSATION: Chairman and Chief Executive Officer and each of the four
other most highly compensated executive officers at the end
of 2002, based on compensation earned by them in 2002.
individuals who would have been among our four other most
highly compensated executive officers but for the fact that
they were not serving as an executive officer at the end of
2002.
LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION(1) SECURITIES
NAME & ------------------------ UNDERLYING ALL OTHER
PRINCIPAL POSITION SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
------------------ --------- --------- ------------ ---------------
Mark E. Speese............. 2002 $550,000 $220,000 -- --
Chairman of the Board & 2001 $126,900(2) -- 209,000(3) --
Chief Executive Officer 2000 $120,000 -- -- --
Mitchell E. Fadel.......... 2002 $400,000 $110,000 -- --
President 2001 $400,000 $ 15,700 100,000(4) --
& Chief Operating Officer 2000 $315,000 $ 76,600 35,000(5) --
Dana F. Goble.............. 2002 $250,000 $ 92,000 -- --
Executive Vice President 2001 $250,000 $ 15,700 25,000(6) --
-- Operations 2000 $233,000 $ 17,400 -- --
Robert D. Davis............ 2002 $180,000 $ 53,100 -- --
Senior Vice President -- 2001 $170,000 $ 16,200 40,000(7) --
Finance, Treasurer and 2000 $150,000 $ 17,300 -- --
Chief Financial Officer
Christopher A. Korst....... 2002 $240,000 $ 38,100 -- --
Senior Vice President 2001 $138,500 $ 4,600 50,000(8) --
-- General Counsel 2000 -- -- -- --
Anthony M. Doll............ 2002 $160,000 $100,000 -- --
Senior Vice President 2001 $150,000 $ 32,700 10,000(9) --
2000 $150,000 $ 20,300 -- --
David G. Ewbank............ 2002 $160,000 $100,000 -- --
Senior Vice President 2001 $150,000 $ 41,100 10,000(10) --
2000 $129,000 $ 17,500 5,000(11) --
------------------------------
(1) The named executive officers did not receive any annual
compensation not properly categorized as salary or bonus,
except for certain perquisites or other benefits the
aggregate cost of which did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus
for each such officer.
(2) On October 8, 2001, Mr. Speese was appointed as our
Chairman of the Board and Chief Executive Officer. Salary
amount represents salary paid to Mr. Speese from October
8, 2001 through December 31, 2001.
(3) In January 2001, Mr. Speese, while serving as a
non-employee director, was granted 9,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vested
immediately and expire ten years from the date of grant.
In addition, in November 2001, while serving as our
Chairman and Chief Executive Officer, Mr. Speese was
granted 200,000 options to purchase our Common Stock on a
one-for-one basis pursuant to our Long-Term Incentive
Plan. These options vest as follows: 12.5% one year from
the date of grant, an additional 12.5% two years from the
date of grant, an additional 37.5% three years from the
date of grant and the remaining 37.5% four years from the
date of grant. Mr. Speese has also agreed to a lock-up
period of two years following the date of grant during
which he will not be permitted to exercise any of the
options granted in the November 2001 grant.
(4) In November 2001, Mr. Fadel was granted 100,000 options
to purchase our Common Stock on a one-for-one basis
pursuant to our Long-Term Incentive Plan. The options
vest over four years and expire ten years from the date
of grant. Mr. Fadel has also agreed to a lock-up period
of two years following the date of grant during which he
will not be permitted to exercise any of the options
granted in the November 2001 grant.
11
(5) In July 2000, Mr. Fadel was granted 35,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vest over
four years and expire ten years from the date of grant.
(6) In November 2001, Mr. Goble was granted 25,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vest over
four years and expire ten years from the date of grant.
Mr. Goble has also agreed to a lock-up period of two
years following the date of grant during which he will
not be permitted to exercise any of the options granted
in the November 2001 grant.
(7) In November 2001, Mr. Davis was granted 40,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vest over
four years and expire ten years from the date of grant.
Mr. Davis has also agreed to a lock-up period of two
years following the date of grant during which he will
not be permitted to exercise any of the options granted
in the November 2001 grant.
(8) In July 2001, Mr. Korst was granted 50,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. Of these, 20,000 options
vest over four years, 8,750 options vest upon the
enactment of legislation in New Jersey that governs our
rental and rental purchase business and that is
reasonably acceptable to us, 8,750 options vest upon the
enactment of legislation in Minnesota that governs our
rental and rental purchase business and that is
reasonably acceptable to us, and 12,500 options vest upon
the enactment of legislation in Wisconsin that governs
our rental and rental purchase business and that is
reasonably acceptable to us. Notwithstanding the
foregoing, all of the options shall immediately vest upon
the enactment of pre-emptive United States federal
legislation that governs our rental and rental purchase
business and that is reasonably acceptable to us. The
options expire ten years from the date of grant.
(9) In November 2001, Mr. Doll was granted 10,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vest over
four years and expire ten years from the date of grant.
Mr. Doll has also agreed to a lock-up period of two years
following the date of grant during which he will not be
permitted to exercise any of the options granted in the
November 2001 grant.
(10) In November 2001, Mr. Ewbank was granted 10,000 options
to purchase our Common Stock on a one-for-one basis
pursuant to our Long-Term Incentive Plan. The options
vest over four years and expire ten years from the date
of grant. Mr. Ewbank has also agreed to a lock-up period
of two years following the date of grant during which he
will not be permitted to exercise any of the options
granted in the November 2001 grant.
(11) In July 2000, Mr. Ewbank was granted 5,000 options to
purchase our Common Stock on a one-for-one basis pursuant
to our Long-Term Incentive Plan. The options vest over
four years and expire ten years from the date of grant.
STOCK OPTIONS GRANTED We did not grant any stock options to our named executive officers during the fiscal
IN 2002: year ended December 31, 2002.
12
2002 OPTION HOLDINGS: The following table contains the number of shares received and the dollar value
realized upon the exercise of options by our named executive officers during 2002, as
well as values for "in the money" options, meaning a positive spread between the
year-end share price of $49.95 and the exercise price for the options held by our named
executive officers. These values have not been, and might never be, realized. The
options might never be exercised, and the value, if any, will depend on the share price
on the exercise date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR END AT FISCAL YEAR END
ON VALUE EXERCISABLE(E)/ EXERCISABLE(E)/
NAME EXERCISE REALIZED UNEXERCISABLE(U) UNEXERCISABLE(U)(1)
---- -------- -------- ---------------------- -----------------------------
Mark E. Speese -- N/A 34,000(E) 175,000(U) $ 754,363(E) $4,193,000(U)
Mitchell E. Fadel -- N/A 56,250(E) 93,750(U) $1,550,278(E) $2,317,234(U)
Dana F. Goble -- N/A 21,250(E) 23,750(U) $ 521,656(E) $ 573,219(U)
Robert D. Davis 10,312 $345,198 11,563(E) 32,500(U) $ 284,612(E) $ 790,316(U)
Christopher A. Korst -- N/A 5,000(E) 45,000(U) $ 18,500(E) $ 166,500(U)
Anthony M. Doll 2,500 $ 89,484 5,000(E) 8,750(U) $ 126,884(E) $ 217,372(U)
David G. Ewbank 5,000 $162,724 4,375(E) 10,625(U) $ 123,536(E) $ 266,966(U)
------------------------------
(1) The closing market price of our Common Stock on December
31, 2002 of $49.95, as reported on the Nasdaq National
Market of the Nasdaq Stock Market, Inc., was used in the
calculation to determine the value of unexercised options.
13
STOCK OPTION PLANS: We have one stock option plan, the Amended and Restated Rent-A-Center, Inc. Long-Term
Incentive Plan, for the benefit of certain key employees, consultants and directors.
The plan provides the Board of Directors broad discretion in creating equity
incentives. Under the plan, 7,900,000 shares of our Common Stock are reserved for
issuance under stock options, stock appreciation rights or restricted stock grants.
Options granted to employees under the plan become exercisable over a period of one to
four years from the date of grant and may be exercised up to a maximum of ten years
from date of grant. Options granted to directors are exercisable immediately. There
have been no grants of stock appreciation rights and all options have been granted with
fixed prices.
The following table sets forth certain information concerning
all equity compensation plans previously approved by the
stockholders and all equity compensation plans not previously
approved by the stockholders as of December 31, 2002.
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE NUMBER OF SECURITIES
BE ISSUED UPON EXERCISE EXERCISE PRICE OF REMAINING AVAILABLE FOR
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER EQUITY
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COMPENSATION PLAN(1)
------------- ----------------------- -------------------- ----------------------------
Equity compensation
plans approved by
security holders...... 3,451,076 $35.32 1,565,189
Equity compensation
plans not approved by
security holders...... -- -- --
Total................... 3,451,076 $35.32 1,565,189
------------------------------
(1) Pursuant to the terms of the plan, when an optionee
leaves our employ, unvested options granted to that
employee terminate and become available for re-issuance
under the plan. Vested options not exercised within 90
days from the date the optionee leaves our employ
terminate and become available for re-issuance under the
plan.
14
COMPENSATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION
AND RELATED PARTY TRANSACTIONS
INTRUST BANK: J.V. Lentell, one of our directors, serves as Vice Chairman of the Board of
Directors of Intrust Bank, N.A., one of our lenders. Intrust Bank, N.A. is a $10.7
million participant in our senior credit facility. We also maintain a $10.0 million
revolving line of credit with Intrust Bank, N.A. Although from time to time we may
draw funds from the revolving line of credit, no funds were advanced as of March 26,
2003. In addition, Intrust Bank, N.A. serves as trustee of our 401(k) plan.
APOLLO MANAGEMENT IV, On August 5, 1998, affiliates of Apollo Management IV, L.P. purchased $250 million
L.P.: of our Preferred Stock. Pursuant to the stock purchase agreement we entered into
with affiliates of Apollo Management IV, L.P., the affiliates of Apollo Management
IV, L.P. have voting control of 100% of our Preferred Stock, which gives them the
right to elect two individuals to our Board. In addition, pursuant to the
stockholders agreement we entered into with Apollo and Mr. Speese, Apollo has the
right to designate a third individual to be nominated to serve on our Board and who
is elected by all of our stockholders. Messrs. Berg and Copses currently serve as
the two directors elected by the holders of our Preferred Stock and Mr. Jhawar
serves as the director designated by Apollo under the stockholders agreement.
In connection with the issuance of our Preferred Stock, we entered into a
registration rights agreement with Apollo, which, among other things, granted them
two rights to request that their shares be registered. In May 2002, Apollo exercised
one of these rights. In connection therewith, the holders of our Preferred Stock
converted 97,197 shares of our Preferred Stock held by them into 3,500,000 shares of
our Common Stock, which they sold in a registered public offering. In August 2002,
the holders of our Preferred Stock converted all but two shares held by them into
7,281,548 shares of our Common Stock. In connection with this conversion, we granted
Apollo an additional right to effect a demand registration under the existing
registration rights agreement, such that Apollo now has two demand rights.
TALLEY REPURCHASE: In connection with the retirement of J. Ernest Talley, our former Chairman and Chief
Executive Officer, we entered into an agreement with Mr. Talley to repurchase $25.0
million worth of shares of our Common Stock beneficially held by Mr. Talley at a
purchase price equal to the average closing price of our Common Stock over the 10
trading days beginning October 9, 2001, subject to a maximum of $27.00 per share and
a minimum of $20.00 per share. Under this formula, the purchase price for the
repurchase was calculated at $20.258 per share. Accordingly, on October 23, 2001, we
repurchased 493,632 shares of our Common Stock beneficially held by Mr. Talley at
$20.258 per share for a total purchase price of $10.0 million, and on November 30,
2001, we repurchased an additional 740,448 shares of our Common Stock beneficially
held by Mr. Talley at $20.258 per share, for a total purchase price of an additional
$15.0 million. On January 25, 2002, we exercised the option to repurchase all of the
remaining 1,714,086 shares of our Common Stock beneficially held by Mr. Talley at
$20.258 per share. We repurchased those remaining shares on January 30, 2002, for a
total purchase price of an additional $34.7 million.
TEXTRON FINANCIAL ColorTyme is a party to an agreement with Textron Financial Corporation, who
CORPORATION: provides $40.0 million in aggregate financing to qualifying franchisees of
ColorTyme. Under this agreement, the occurrence of certain events may result in
ColorTyme succeeding to the rights of Textron under the debt agreements. An
additional $10.0 million of financing is provided by Texas Capital Bank, National
Association under an arrangement similar to the Textron financing. Mr. Speese is a
passive investor in Texas Capital Bank, owning less than 1% of its outstanding
equity. We guarantee the obligations of ColorTyme under these agreements up to a
maximum amount of $50.0 million, of which $32.9 million was outstanding at March 26,
2003.
COMMITTEE INTERLOCKS: None of our executive officers served as a member of the compensation or similar
committee or as a member of the Board of Directors of any other entity of which an
executive officer served on the Compensation Committee or Board of Directors of
Rent-A-Center.
15
OTHER BUSINESS
The Board does not intend to bring any business before the annual stockholders
meeting other than the matters referred to in this notice and at this date has
not been informed of any matters that may be presented to the annual
stockholders meeting by others. If, however, any other matters properly come
before the annual stockholders meeting, it is intended that the persons named in
the accompanying proxy will vote pursuant to the proxy in accordance with their
best judgment on such matters.
Representatives of Grant Thornton LLP, the Company's independent certified
public accountants for the fiscal year ended December 31, 2002, will attend the
annual stockholders meeting and be available to respond to appropriate questions
which may be asked by stockholders. These representatives will also have an
opportunity to make a statement at the meeting if they desire to do so.
INDEPENDENT PUBLIC ACCOUNTANT INFORMATION
Grant Thornton LLP served as our independent accounting firm for the 2002 fiscal
year. We paid the following fees to Grant Thornton for professional and other
services rendered by them during fiscal 2002:
- Audit Fees. The aggregate fees billed for professional services rendered
by Grant Thornton for the audit of our financial statements for the 2002
fiscal year and the reviews of the financial statements included in our
quarterly reports on Form 10-Q for the fiscal year were approximately
$274,600.
- Financial Information Systems Design and Implementation Fees. Grant
Thornton did not provide any services related to financial information
systems design and implementation during the 2002 fiscal year.
- All Other Fees. The aggregate fees billed for all other services rendered
by Grant Thornton to us during the 2002 fiscal year, exclusive of those
services described above, were approximately $118,530.
The Audit Committee of the Board has considered whether Grant Thornton's
provision of services, other than services rendered in connection with the audit
of our annual financial statements, is compatible with maintaining Grant
Thornton's independence.
The Audit Committee of the Board has not appointed an independent public
accounting firm for the 2003 fiscal year. The Board and the Audit Committee
annually review the performance of our independent public accountants and the
fees charged for their services. The Board anticipates, from time to time,
obtaining competitive proposals from other independent public accounting firms
for our annual audit. Based upon the Board's and Audit Committee's analysis of
this information, we will determine which independent public accounting firm to
engage to perform our annual audit each year.
16
AUDIT COMMITTEE REPORT ON RENT-A-CENTER'S FINANCIAL STATEMENTS
THE COMMITTEE: Our Board has established its Audit Committee to recommend
the appointment of our independent accountants and approve
audit reports and plans, accounting policies, audit fees and
certain other expenses. The Audit Committee is composed of
three members, all of which are "independent" as defined in
the NASD listing standards, and operates under a written
charter. We are presently reviewing our written charter, and
it is expected that our Board, with the recommendation of
our Audit Committee, will amend the charter later this year
to reflect relevant provisions of the Sarbanes-Oxley Act and
related SEC and NASD rules. The Audit Committee has prepared
the following report on its activities with respect to our
financial statements for the fiscal year ended December 31,
2002.
Management is responsible for Rent-A-Center's financial
reporting process including its system of internal control,
and for the preparation of Rent-A-Center's consolidated
financial statements in accordance with generally accepted
accounting principles. Grant Thornton is responsible for
auditing those financial statements. The Audit Committee's
responsibility is to monitor and review these processes. The
members of the Audit Committee are not employees of
Rent-A-Center, and, although our Board has determined
certain members of the Audit Committee are "audit committee
financial experts" as defined by SEC rules, none of the
members of the Audit Committee represent themselves to be,
or to serve as, accountants or auditors by profession or
experts in the field of accounting or auditing.
REVIEW AND In connection with the preparation of our audited financial
DISCUSSION: statements for the fiscal year ended December 31, 2002, the
Audit Committee has:
- reviewed and discussed the audited financial statements
with management;
- discussed with Grant Thornton, the Company's independent
accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61; and
- received the written disclosures and the letter from Grant
Thornton required by Independence Standards Board Standard
No. 1, and has discussed with Grant Thornton its
independence from Rent-A-Center.
RECOMMENDATION: Based on the review and discussion referred to above and
relying thereon, the Audit Committee has recommended to the
Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, for filing with the U.S.
Securities and Exchange Commission.
AUDIT COMMITTEE
Peter P. Copses, Chairman
Mary Elizabeth Burton
J.V. Lentell
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our directors, executive officers and
beneficial holders of 10% or more of our shares, and upon representations from
those persons, we believe that all SEC stock ownership reports required to be
filed by those reporting persons during 2002 were timely made, except: J. Ernest
Talley, our former Chairman and Chief Executive Officer, failed to file a Form 4
during 2001. Mr. Talley subsequently filed a late Form 4 during 2002. In
addition, Mr. Arendt failed to file a Form 5 on a timely basis with respect to
fiscal year 2002. Mr. Arendt subsequently filed a late Form 5.
17
RENT-A-CENTER STOCK OWNERSHIP
The following table lists our stock ownership for our directors, our named
executive officers, and our known 5% stockholders. Ownership includes direct and
indirect (beneficial) ownership, as defined by SEC rules. To our knowledge, each
person, along with his or her spouse, has sole voting and investment power over
the shares unless otherwise noted. Information in the table is as of March 26,
2003.
SHARES OF SHARES OF SERIES A
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
-------------------------- ------------------
NAME AND ADDRESS OF PERCENT PERCENT
BENEFICIAL OWNER NUMBER OF CLASS NUMBER OF CLASS
------------------- ---------- -------- ------- --------
Mark E. Speese........................................... 1,210,832(1) 3.47% -- --
Mitchell E. Fadel........................................ 99,524(2) * -- --
Dana F. Goble............................................ 24,579(3) * -- --
Robert D. Davis.......................................... 12,499(4) * -- --
Christopher A. Korst..................................... 5,000(5) * -- --
Anthony M. Doll.......................................... 5,688(6) * -- --
David G. Ewbank.......................................... 4,375(5) * -- --
J.V. Lentell............................................. 28,000(5) * -- --
Mary Elizabeth Burton.................................... 9,000(5) * -- --
Laurence M. Berg(7)...................................... 25,000(5)(7) * -- --
Peter P. Copses(7)....................................... 25,000(5)(7) * -- --
Andrew S. Jhawar(7)...................................... 14,000(5)(7) * -- --
Apollo(8)................................................ 7,001,973 20.08% 2 100.0%
Wasatch Advisors, Inc.(9)................................ 3,881,092 11.13% -- --
All executive officers and directors as a group (11
total)................................................. 1,455,335(10) 4.15% -- --
---------------
* Less than 1%.
(1) Includes (A) 833,878 shares held directly by Mr. Speese, (B) 34,000 shares
underlying stock options which are currently exercisable, (C) 91,154 shares
held by the Mark Speese 2000 Grantor Retained Annuity Trust, a trust
organized under the laws of the State of Texas, of which Mr. Speese is the
sole trustee, (D) 91,186 shares held by the Carolyn Speese 2000 Grantor
Retained Annuity Trust, a trust organized under the laws of the State of
Texas, of which Mr. Speese is the sole trustee, (E) 158,814 shares held by
his spouse, Carolyn Speese, and (F) 1,800 held by his children. Mr. Speese
disclaims beneficial ownership of the 1,800 shares held by his children.
(2) Includes 56,250 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(3) Includes 23,750 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(4) Includes 11,563 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(5) All of which are issuable pursuant to currently exercisable options granted
under the Long-Term Incentive Plan.
(6) Includes 5,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(7) Messrs. Berg, Copses and Jhawar are Vice Presidents of Apollo Management,
L.P. Accordingly, each of Messrs. Berg, Copses and Jhawar may be deemed to
beneficially own shares owned by Apollo. Messrs. Berg, Copses and Jhawar
each disclaim beneficial ownership with respect to any such shares owned by
Apollo.
(8) The address of Apollo is 1999 Avenue of the Stars, Suite 1900, Los Angeles,
California 90067. Of the 7,001,973 shares of Common Stock beneficially
owned by Apollo, 70 shares represent the shares of Common Stock into which
the Preferred Stock is convertible. Apollo owns two shares of our Preferred
Stock, which represent 100% of the outstanding shares of our Preferred
Stock.
(9) The address of Wasatch Advisors, Inc. is 150 Social Hall Avenue, Salt Lake
City, Utah 84111.
(10) Includes 233,463 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
18
VOTING PROCEDURES/REVOKING YOUR PROXY
QUORUM: For purposes of electing our directors and for all other
purposes, the holders of a majority of the votes entitled to
vote at this year's annual stockholders meeting, including
the votes entitled to vote held by the holders of our
Preferred Stock, present in person or by proxy, will
constitute a quorum.
VOTES REQUIRED To be elected, directors must receive a plurality of the
TO APPROVE A shares voting in person or by proxy, provided a quorum
PROPOSAL: exists. A plurality means receiving the largest number of
votes, regardless of whether that is a majority. All other
matters submitted to you at the meeting will be decided by a
majority of the votes cast on the matter, provided a quorum
exists, except as otherwise provided by law or our
Certificate of Incorporation or Bylaws.
SHARES On the Record Date, there were 34,866,048 shares of our
OUTSTANDING Common Stock outstanding. Each share of Common Stock
AND NUMBER OF entitles the holder to one vote per share. On the Record
VOTES: Date, there were two shares of Preferred Stock outstanding.
These shares of Preferred Stock entitle the holders to 70
votes in the aggregate.
ABSTENTIONS Those who fail to return a proxy or attend the meeting will
AND BROKER not count towards determining any required plurality,
NON-VOTES: majority or quorum. Stockholders and brokers returning
proxies or attending the meeting who abstain from voting on
the election of our directors will count towards determining
a quorum. However, such abstentions will have no effect on
the outcome of the election of our directors.
Brokers holding shares of record for customers generally are
not entitled to vote on certain matters unless they receive
voting instructions from their customers. In the event that
a broker does not receive voting instructions for these
matters from its customers, a broker may notify us that it
lacks voting authority to vote those shares. These "broker
non-votes" refer to votes that could have been cast on the
matter in question by brokers with respect to uninstructed
shares if the brokers had received their customers'
instructions. These broker non-votes will be included in
determining whether a quorum exists, but will have no effect
on the outcome of the election of our directors.
HOW THE PROXIES The enclosed proxies will be voted in accordance with the
WILL BE VOTED: instructions you place on the proxy card. Unless otherwise
stated, all shares represented by your returned, signed
proxy will be voted as noted on the first page of this proxy
statement.
HOW YOU MAY You may revoke your proxies by:
REVOKE YOUR
PROXIES: - Delivering a signed, written revocation letter, dated
later than the proxy, to David M. Glasgow, Corporate
Secretary, at 5700 Tennyson Parkway, Third Floor, Plano,
Texas 75024;
- Delivering a signed proxy, dated later than the first one,
to Mellon Investor Services LLC, 600 Willow Tree Road,
Leonia, NJ 07605, Attn: Norma Cianfaglione; or
- Attending the meeting and voting in person or by proxy.
Attending the meeting alone will not revoke your proxy.
PROXY Our employees will solicit proxies for no additional
SOLICITATION: compensation. We will reimburse banks, brokers, custodians,
nominees and fiduciaries for reasonable expenses they incur
in sending these proxy materials to you if you are a
beneficial holder of our shares.
19
SUBMISSION OF STOCKHOLDER PROPOSALS
DATES FOR From time to time, stockholders may seek to nominate
SUBMISSION OF directors or present proposals for inclusion in the proxy
STOCKHOLDERS' statement and form of proxy for consideration at an annual
PROPOSALS: stockholders meeting. To be included in the proxy statement
or considered at an annual or any special meeting, you must
timely submit nominations of directors or proposals, in
addition to meeting other legal requirements. We must
receive proposals for the 2004 annual stockholders meeting
no later than December 25, 2003 for possible inclusion in
the proxy statement, or prior to February 21, 2004 for
possible consideration at the meeting, which is expected to
take place on May 20, 2004. Direct any proposals, as well as
related questions, to the undersigned.
ANNUAL REPORT ON FORM 10-K
YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K THAT WE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE, BY SUBMITTING A WRITTEN
REQUEST TO:
DAVID M. GLASGOW, CORPORATE SECRETARY
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, THIRD FLOOR
PLANO, TEXAS 75024.
YOU MAY ALSO OBTAIN OUR SEC FILINGS THROUGH THE INTERNET AT WWW.SEC.GOV.
By order of the Board of Directors,
/s/ DAVID M. GLASGOW
David M. Glasgow
Corporate Secretary
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
20
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, FOURTH FLOOR
PLANO, TEXAS 75024
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
----------
COMMON STOCK
The undersigned, hereby revoking all prior proxies, hereby appoints Robert D.
Davis and David M. Glasgow jointly and severally, with full power to act alone,
as my true and lawful attorneys-in-fact, agents and proxies, with full and
several power of substitution to each, to vote all the shares of Common Stock of
Rent-A-Center, Inc. which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of Rent-A- Center, Inc.
to be held on May 21, 2003 and at any adjournments and postponements thereof.
The above-named proxies are hereby instructed to vote as shown on the reverse
side of this card.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN, BUT WHERE
NO DIRECTION IS GIVEN IT WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR
THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE ABOVE-NAMED PERSONS ACTING
AS PROXIES ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
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ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
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o FOLD AND DETACH HERE o
Please
Mark Here
for Address [ ]
Change or
Comments
SEE REVERSE SIDE
1. ELECTION OF CLASS III DIRECTORS for the Item set 2. In their discretion, upon such other business as may
forth in the accompanying proxy statement. properly come before the meeting.
FOR WITHHOLD AUTHORITY
the nominees to vote for the nominees
listed below listed below
[ ] [ ]
I PLAN TO ATTEND [ ]
01 J.V. Lentell
02 Andrew S. Jhawar The undersigned(s) acknowledges receipt of the Notice of
2003 Annual Meeting of Stockholders and the proxy
statement accompanying the same.
WITHHELD FOR: (To withhold authority to vote for any
individual nominee, write the nominee's name in the
space provided below.)
Dated: , 2003
------------------------------------------------------- ----------------------------------------
----------------------------------------------------------
Signature
----------------------------------------------------------
Signature if held jointly
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please date this proxy and sign your name exactly as it
appears hereon. If there is more than one owner, each
should sign. When signing as an agent, attorney,
administrator, guardian or trustee, please indicate your
title as such. If executed by a corporation this proxy
should be signed in the corporate name by a duly authorized
officer who should so indicate his or her title.
--------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, FOURTH FLOOR
PLANO, TEXAS 75024
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
----------
SERIES A PREFERRED STOCK
The undersigned, hereby revoking all prior proxies, hereby appoints
Robert D. Davis and David M. Glasgow jointly and severally, with full power to
act alone, as my true and lawful attorneys-in-fact, agents and proxies, with
full and several power of substitution to each, to vote all the shares of Series
A Preferred Stock of Rent-A-Center, Inc. which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of Rent-
A-Center, Inc. to be held on May 21, 2003 and at any adjournments and
postponements thereof. The above-named proxies are hereby instructed to vote as
shown on the reverse side of this card.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN,
BUT WHERE NO DIRECTION IS GIVEN IT WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE ABOVE-NAMED
PERSONS ACTING AS PROXIES ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
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ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
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o FOLD AND DETACH HERE o
Please
Mark Here
for Address [ ]
Change or
Comments
SEE REVERSE SIDE
1. ELECTION OF CLASS III DIRECTORS for the Item set 2. In their discretion, upon such other business as may
forth in the accompanying proxy statement. properly come before the meeting.
FOR WITHHOLD AUTHORITY
the nominees to vote for the nominees
listed below listed below
[ ] [ ]
I PLAN TO ATTEND [ ]
01 J.V. Lentell
02 Andrew S. Jhawar The undersigned(s) acknowledges receipt of the Notice of
2003 Annual Meeting of Stockholders and the proxy
statement accompanying the same.
WITHHELD FOR: (To withhold authority to vote for any
individual nominee, write the nominee's name in the
space provided below.)
Dated: , 2003
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----------------------------------------------------------
Signature
----------------------------------------------------------
Signature if held jointly
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please date this proxy and sign your name exactly as it
appears hereon. If there is more than one owner, each
should sign. When signing as an agent, attorney,
administrator, guardian or trustee, please indicate your
title as such. If executed by a corporation this proxy
should be signed in the corporate name by a duly authorized
officer who should so indicate his or her title.
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o FOLD AND DETACH HERE o