SecProbe.io

April 7, 2017

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Rent -A-Center, Inc.
Preliminary Proxy Statement on Schedule 14A  filed by Engaged Capital
Flagship  Master Fund, LP, Glenn W. Welling, et al.
Filed April 3 , 201 7
File No. 1-38047

Schedule 13D/A filed by
Filed March 23, 2017
File No. 5-49993

Dear M r. Wolosky :

We have reviewed the filing s above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not believe our comments apply to the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

1. We the references to five nominees.  At such time as the participants confirm that the
terms of only 3 directors expire at the annual meeting, p lease update  the proxy statement
and card accordingly .

2. We note that the filing persons have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management and board of directors, all without adequate factual
foundation.  For example, but without limitation, we no te the following statements:

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
April 7, 2017
Page 2

  “…we fear the incumbent directors may be putting their self -interests ahead of those
of stockholders ”
 “members of the Board … are beholden to certain special interests inside the current
boardroom .”
 “The critical operational mistakes, all carried out under the leadership of the
incumbent Board, include: the botched deployment of the Company’s internally
developed Store Information Management System …”
 “The Board …appears to have blindly rallied behind the wishes of Rent -A-Center ’s
Chairman and interim CEO …”

Please do not use these or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual fou ndation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a  proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, pl ease file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

Incorporation by Reference, page 23

3. It appears that the participants intend to rely on Rule 14a -5(c) to fulfill certain disclosure
obligations by reference to the Company’s proxy statement. Please note that in our view,
reliance on Rule 14a -5(c) before the Company distributes information to security holders
is not appropriate. Please tell us whether the participants intend to disseminate their proxy
statement prior to the distribution of the Company proxy statement and, if so, confirm
their understanding that they must undertake to provide any omitted information to
security holders in the form of a proxy supplement .

Proxy Card

4. We note t he statement that if no direction is indicated with respect to the proposals on the
card, the proxy will be voted “[for/against] ” proposal 3.   Please update to specify how the
proxy will be voted.

Schedule 13D

5. We note the last amendment to the Schedule 13D filed by Glenn W. Welling and
Engaged Capital was filed March 23, 2017.  Given that the parties filed a proxy statement
on April 3, please advise us as to their intentions with respect to filing an amendment t o
the Schedule 13D to reflect the most recent developments regarding the solicitation in
opposition.

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
April 7, 2017
Page 3

 *     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely ,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions