13D Filing: Engaged Capital and Rent A Center Inc De (RCII)

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 4 is hereby
amended to add the following:

On June 19, 2017, Engaged
Capital delivered a letter to the remaining incumbent directors, Michael J. Gade, Rishi Garg, J. V. Lentell and Steven L. Pepper,
on the Issuer’s Board of Directors (the “Board”). In the letter, Engaged Capital chronicled how, immediately
following the conclusion of the June 8^th annual meeting, Mr. Pepper (who was named as Chairman of the Board following
the ouster of Mark E. Speese) informed Mr. Welling that he would be leaving on a two-month vacation and would be unavailable until
August and that there was no need for the new Board to convene at any time prior to his return. Engaged Capital expressed great
concern that despite the decisive and unequivocal mandate for change that stockholders delivered to the Board at the annual meeting,
the remaining incumbents appear committed to maintaining the status quo and ignoring the will of the Issuer’s stockholders.
Engaged Capital also expressed its disapproval of the Issuer’s continued delay in onboarding the recently elected directors,
Jeffrey J. Brown, Mitchell E. Fadel and Christopher B. Hetrick, and reminded the incumbents that they have an obligation to act
in stockholders’ best interests – not those of Mr. Speese. Engaged Capital also cautioned the incumbents against establishing
an Executive Committee of the Board to conduct business without Messrs. Brown, Fadel and Hetrick or taking any other action to
ostracize them. Engaged Capital concluded by making clear that it hopes the incumbents heed the wishes of stockholders and immediately
begin working with the newly elected directors; however, if the incumbents fail to do so, Engaged Capital is fully prepared to
utilize all tools at its disposal to protect stockholder value. The full text of the letter is attached hereto as Exhibit 99.1
and is incorporated herein by reference.

Item 7 is hereby amended
to add the following exhibit: