Annual Meeting of Shareholders - UPBOUND GROUP INC

Welcome to the Covista 2026 Annual Meeting of Shareholders. My name is Doug Back and I am the Senior Vice President, General Counsel, and Corporate Secretary of Covisa. If you have technical difficulties accessing our Annual Meeting or asking questions during the Annual Meeting, a support line is available on the login page of the Virtual Shareholder meeting website, www.virtualshareholdermeeting.com backslash DVSA2026. It is now my pleasure to introduce to you our CEO and Chairman of Covista's Board of Directors, Steve Beard. Thank you, Doug. Again, welcome to the 2026 Covisa Annual Meeting of Shareholders. We appreciate you joining us today. I'll now call the meeting to order, and we'll follow the rules of conduct and order of business of the meeting is listed in the program posted on the virtual meeting website now i'd like to introduce the board of directors each director is attending today's meeting virtually and all of them are pictured on the meeting site a career summary for each director is included in our proxy statement our directors are bill burke emily chu donna reinach georgette kaiser liam cravio michael malafronte who's our lead independent director Kim Phelan, Cheryl Keith, Leslie Storms, and Betty VandenBosch. I'm also proud to be a director of our company. Also joining us today is PricewaterhouseCoopers representative, Kristen Croxby. My final introduction is for the Broadridge Investor Communication Solution representative, Andrew Wilcox. He'll serve as the inspector of elections. Doug Beck, the secretary of the meeting, has reported to me that the notice of internet availability of proxy materials was first mailed on October 2nd, 2026 to shareholders of record as of September 21st, 2026. The secretary has also advised me that over 68% of the shares of common stock are represented virtually or by proxy, and that a quorum is present. The inspector of elections has signed the inspector's oath, which will be filed with the records of this meeting. With the holders of a record of a majority of the issued and outstanding common stock of Covista entitled to vote at this meeting being present virtually or by proxy, I hereby declare quorum present for all purposes. The meeting is therefore declared lawfully and properly convened, and we may proceed to the transaction of business for which the meeting has been called. On behalf of the board, I'd like to express my appreciation to all shareholders to return their proxies, those of you who wish to vote during the virtual meeting will also be able to do so. I now declare the polls open. After voting has been completed on all matters on the agenda, ballots will be counted, and the results will be announced. The first item of business in this meeting is to elect 11 directors to serve until the 2027 Annual Meeting of Shareholders. The Board of Directors has unanimously recommended that Covista shareholders approve the election of each nominee for director. The secretary, Mr. Beck, will present the nominations of the board of directors to shareholders. Mr. Chairman, on behalf of the Board, I nominate Stephen W. Beard, Emily Chu, William W. Burke, Donna J. Reinert, Georgette Kaiser, Liam Craville, Michael W. Malafronte, Sharon L. O'Keefe, Kenneth J. Phelan, Leslie Storms, and Betty Vanden Bosch to stand for election for the term ending in 2027 as provided in Covista's certificate of incorporation. The second item of business is to ratify the Audit and Finance Committee selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Covisa for the current fiscal year ending June 30th, 2027. The Board of Directors has unanimously recommended that Covista shareholders ratify the selection of PricewaterhouseCoopers as the independent registered public accounting firm for Covisa and its subsidiaries to audit the financial statements of Covsa and its subsidiaries for the fiscal year 2027. Mr. Beck will present the resolution to shareholders. Mr. Chairman, on behalf of the Board, I submit the following resolution. Resolved that the selection of PriceWaterhouseCupers as the independent registered public accounting firm for Covista and its subsidiaries to audit the financial statements of Covisa and its subsidiaries for the fiscal year 2027 is hereby ratified. The third item of business for this meeting is to conduct an advisory vote to approve the compensation of our named executive officers for the fiscal year twenty twenty six as set forth in the proxy statement. The Board of Directors has unanimously recommended that Covista shareholders approve the compensation of Covistas named executive officers. Mr. Beck will present the resolution to shareholders. Mr. Chairman, on behalf of the Board, I submit the following resolution. Resolved that the compensation paid to the Covistas Inc. named executive officer as disclosed in the company's proxy statement for the 2026 annual meeting of shareholders pursuant to the rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables, and any other related disclosures, is hereby approved. The final item of business for this meeting is to request approval of the 2026 equity plan as set forth in the proxy statement. The Board of Directors has unanimously recommended that Covista shareholders approve the 2026 equity plan and the reservation of 2,100,000 shares of common stock there under. Mr. Beck will present the resolution to shareholders. Mr. Chairman, on behalf of the board, I submit the following resolution. Resolved that the Covisa Inc. 2026 Equity Plan as described in and attached as Appendix B2, the company's proxy statement for the 2026 Annual Meeting of Stockholders, including the reservation of 2,100,000 shares of the company common stock for issuance there under is hereby approved. I ask that any shareholder voting virtually please do so now. I now declare that the polls are closed. The Inspector of Elections has advised me of the following. The total shares voted were at least 23.2 million shares representing at least 68% of the issued and outstanding shares as of the record date, confirming a quorum for the transaction of business. In the matter of the election of 11 directors to serve until the 2027 Annual Meeting of Shareholders, each nominee received at least 20.7 million votes, substantial majority of the shares represented on the record day. In the matter of the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Covista for the current fiscal year, at least 98 percent of the shareholders voted in favor. In the manner of the advisory vote on the executive compensation of Covistas named executive officers with 88 percent of the share holders voting in favor, in the matter the approval of the 2026 equity plan, at least 98% of the shareholders voted in favor. And the exact results for each of the four items of business will be included in the inspector's report, which will be filed as part of the record of the meeting and set forth in a form 8K, filed with the Securities and Exchange Commission. I hereby declare that the nominees for director, Stephen W. Beard, William W. Burke, Emily Chiu, Donna J. Reinach, Georgette Kaiser, Liam Cravio, Michael W. Malafonte, Sharon L. O'Keefe, Kenneth J. Phelan, Leslie Storms, and Betty Vandenbosch have been approved. That the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Covista has been duly ratified. That the shareholders of Covita had voted on an advisory basis to approve the executive compensation of Covista's named executive officers. and the 2026 equity plan have been approved. Mr. Secretary, is there any other business to become before the meeting as allowed under the bylaws of the corporation? No, Mr. Chairman. Well, that concludes the formal portion of the meeting. The meeting is now adjourned. If any shareholders has a question, we ask that you submit that question now. That concludes the time we've allowed for questions and answers. Thank you for attending Covista's annual shareholders meeting and for your continued support of the company. Stay well. Thank you. Thank you, Lyle. That concludes our meeting today. You may now disconnect.