false0000706688
0000706688
2020-06-19
2020-06-19
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 19, 2020 (June 18, 2020)
(Exact name of Registrant as Specified in Charter)
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Georgia
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1-13941
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58-0687630
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(State or other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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400 Galleria Parkway SE
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Suite 300
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Atlanta
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Georgia
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30339-3182
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (678) 402-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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AAN
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 18, 2020, Aaron's Inc. (the "Company") held its 2020 annual meeting of shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of May 4, 2020, the record date for the Annual Meeting, there were 67,571,588 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 63,791,811 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, which was 94% of the aggregate number of shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s shareholders took the actions listed below and elected each of the director nominees to serve as directors until the expiration of such director’s term at the Company’s 2021 annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, removal from office or death, having cast the following votes:
Proposal 1 – Election of directors
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For
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Against
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Abstain
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Non-Votes
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Kelly H. Barrett
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60,084,668
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45,407
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63,011
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3,598,725
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Kathy T. Betty
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59,600,824
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529,865
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62,397
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3,598,725
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Douglas C. Curling
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59,472,407
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657,195
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63,484
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3,598,725
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Cynthia N. Day
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55,014,443
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5,115,950
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62,693
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3,598,725
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Curtis L. Doman
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59,388,150
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742,349
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62,587
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3,598,725
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Walter G. Ehmer
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60,081,142
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46,541
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65,403
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3,598,725
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Hubert L. Harris, Jr.
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59,921,679
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206,306
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65,101
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3,598,725
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John W. Robinson III
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60,081,322
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48,251
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63,513
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3,598,725
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Ray M. Robinson
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51,440,581
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8,674,201
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78,304
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3,598,725
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Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation
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For
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Against
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Abstain
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Non-Votes
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58,584,257
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1,416,641
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192,188
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3,598,725
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Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2020
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For
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Against
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Abstain
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Non-Votes
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60,605,599
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3,130,775
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55,437
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—
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Proposal 4 – Approval of effecting a holding company formation and, in connection therewith, approving an Agreement and Plan of Merger, by and among Aaron's Inc., Aaron's Holdings Company, Inc. and Aaron's Merger Sub, Inc.
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For
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Against
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Abstain
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Non-Votes
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60,124,270
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33,542
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35,274
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3,598,725
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AARON’S, INC.
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By:
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/s/ Steven A. Michaels
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Date: June 19, 2020
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Steven A. Michaels
Chief Financial Officer,
President of Strategic Operations
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