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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8)¹

Rent-A-Center, Inc.

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

76009N100

(CUSIP Number)

glenn
w. welling

engaged
capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 19, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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:

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: June 19, 2017