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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 7, 2010
AARON’S, INC.
(Exact name of Registrant as Specified in its Charter)
Georgia
(State or other Jurisdiction of
Incorporation)
1-13941
(Commission File
Number)
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia
(Address of principal executive offices)
58-0687630
(IRS Employer
Identification No.)
30305-2377
(Zip code)
Registrant’s telephone number, including area code: (404) 231-0011
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))
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Item 3.03 Material Modification to Rights of Security Holders.
Item 5.07 Results of Shareholder Vote.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-99.1
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Item 3.03 Material Modification to Rights of Security Holders.
On December 7, 2010, at a special meeting of shareholders of Aaron’s, Inc. (the “Company”), the shareholders of the Company
approved, among other things, a proposal to amend and restate the Company’s Amended and Restated Articles of Incorporation to
(a) effect a reclassification of each outstanding share of Common Stock, par value $0.50 per share (the “Nonvoting Common Stock”)
into one share of Class A Common Stock (the “Class A Common Stock”) and to rename the Class A Common Stock as Common
Stock (the “Common Stock”), (b) to eliminate certain obsolete provisions relating to the Company’s prior dual-class common stock
structure, and (c) to amend the number of authorized shares to be 225,000,000 total shares of Common Stock (the aggregate of the
number of authorized shares of Nonvoting Common Stock and Class A Common Stock prior to the approval of the Amended and
Restated Articles of Incorporation). Following receipt of shareholder approval at the special meeting, the Amended and Restated
Articles of Incorporation were filed with the Secretary of State of the State of Georgia and are now effective.
As a result of the reclassification of shares of Nonvoting Common Stock into shares of Class A Common Stock and the other
changes described above and effected by the Amended and Restated Articles of Incorporation, shares of the combined class now titled
Common Stock have one vote per share on all matters submitted to the Company’s shareholders, including the election of directors.
The former Nonvoting Common Stock did not entitle the holders thereof to any vote except as otherwise provided in the Company’s
Articles of Incorporation or required by law. In addition, holders of the new Common Stock will all vote as a single class of stock on
any matters subject to a shareholder vote. Holders of the former Class A Common Stock and the Nonvoting Common Stock were
previously entitled to separate class voting rights in certain circumstances as required by law, and those class voting rights were
eliminated with the share reclassification.
The holders of Common Stock are entitled to receive dividends and other distributions in cash, stock or property of the Company
as and when declared by the Board of Directors of the Company out of legally available funds. Prior to the reclassification, the
Company’s Articles of Incorporation permitted the payment of a cash dividend on the Nonvoting Common Stock without paying any
dividend on the Class A Common Stock or the payment of a cash dividend on the Nonvoting Common Stock that was up to 50%
higher than any dividend paid on the Class A Common Stock. Cash dividends could not be paid on the Class A Common Stock unless
equal or higher dividends were paid on the Nonvoting Common Stock.
The conversion had no other impact on the economic equity interests of holders of Common Stock, including with regards to
liquidation rights or redemption, regardless of whether holders previously held shares of Nonvoting Common Stock or Class A
Common Stock.
Effective December 13, 2010, all shares of the Common Stock will begin trading as a single class on the New York Stock
Exchange under the ticker symbol “AAN.” As a result of the conversion, trading of the Nonvoting Common Stock under the ticker
symbol “AAN” was suspended following the close of the New York Stock Exchange on December 10, 2010. The CUSIP number of
the Common Stock is the same as the prior Class A Common Stock, 002535300.
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Item 5.07 Results of Shareholder Vote.
On Tuesday, December 7, 2010, the Company held a special meeting of shareholders in Atlanta, Georgia. As of the record date,
October 28, 2010, there were 11,635,056 shares of Class A Common Stock and 69,427,694 shares of Nonvoting Common Stock
outstanding and entitled to vote at the special meeting. Represented at the meeting in person or by proxy were 11,526,245 shares
representing 99.06% of the total shares of Class A Common Stock and 63,425,969.637 shares representing 91.36% of the total shares
of Nonvoting Common Stock entitled to vote at the meeting.
The purpose of the meeting was to vote on the following matters:
(1) the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to convert all shares of
Nonvoting Common Stock into Class A Common Stock, remove the current class of Nonvoting Common Stock, rename the current
class of Class A Common Stock as Common Stock, eliminate certain obsolete provisions of the Company’s existing Amended and
Restated Articles of Incorporation relating to the Company’s dual-class common stock structure and amend the number of authorized
shares to be 225,000,000 total shares;
(2) the amendment of the Company’s bylaws to establish a classified Board of Directors with three classes of directors each to
serve a three-year term;
(3) the amendment of the Company’s bylaws to provide that vacancies on the Company’s Board of Directors shall only be filled by
the Company’s Board of Directors;
(4) the amendment of the Company’s bylaws tor educe the default approval threshold required for matters submitted to
shareholders for a vote; and
(5) the transaction of such other business as may lawfully come before the meeting, hereby revoking any proxies as to said shares
theretofore given by the shareholders and ratifying and confirm all that said attorneys and proxies may lawfully do by virtue thereof.
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The following table sets forth the results of the vote on the matters:
Number of Votes
Class A Common Stock
For
Against
Nonvoting Common Stock
Abstain
Non
Votes
For
Against
Abstain
Non
Votes
Approval of an
amendment to the
Company’s Articles
of Incorporation to
convert all shares of
Common Stock into
Class A Common
Stock, remove the
current class of
Common Stock,
rename the current
class of Class A
Common Stock as
Common Stock,
eliminate certain
obsolete provisions
of the existing
Articles of
Incorporation
relating to the
dual-class common
stock structure and
amend the number of
authorized shares to
be 225,000,000 total
shares
11,105,424
18
1,687
419,116
63,271,258.691
30,484.946
124,226
0
Approval of an
amendment to the
Company’s bylaws
to establish a
classified Board of
Directors with three
classes of directors
each to serve a
three-year term
9,129,691
2,389,435
7,119
0
N/A
N/A
N/A
N/A
Approval of an
amendment to the
Company’s bylaws
to provide that
vacancies on our
Board of Directors
shall only be filled
by our Board of
Directors
9,067,133
2,451,993
7,119
0
N/A
N/A
N/A
N/A
Approval of an
amendment to the
Company’s bylaws
to reduce the default
approval threshold
required for matters
submitted to
shareholders for a
vote
11,426,917
92,209
7,119
0
N/A
N/A
N/A
N/A
Approval of the
transaction of such
other business as
may lawfully come
before the meeting,
hereby revoking any
proxies as to said
shares theretofore
given by the
shareholders and
ratifying and confirm
all that said attorneys
and proxies may
lawfully do by virtue
thereof
N/A
N/A
N/A
0
3
16,566,442.726
46,654,345.025
205,181.886
0
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Item 7.01 Regulation FD Disclosure.
On December 7, 2010, the Company issued a press release announcing shareholder approval of the share reclassification and
related matters described in Items 3.03 and 5.07.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Amended and Restated Articles of Incorporation of Aaron’s, Inc. (filed as Exhibit 3.1 to the amendment to the
Company’s Registration Statement on Form 8-A/A, Commission File No. 001-13941, filed with the Securities and
Exchange Commission on December 10, 2010, which exhibit is by this reference incorporated herein).
99.1
Press Release of the Company dated December 7, 2010.
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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.
AARON’S, INC.
By:
Date: December 10, 2010
/s/ Gilbert L. Danielson
Gilbert L. Danielson
Executive Vice President and
Chief Financial Officer
EXHIBIT 99.1
Contact: Gilbert L. Danielson
Executive Vice President
Chief Financial Officer
404-231-0011
Aaron’s, Inc.
Announces Shareholder Approval of
Reclassification Proposal
Voting and Non-Voting Shares to Be Combined Effective December 10, 2010
ATLANTA, December 7, 2010 — Aaron’s, Inc. (NYSE: AAN and AAN.A), the nation’s leader in the sales and lease ownership
and specialty retailing of residential furniture, consumer electronics, home appliances and accessories, today announced that its
shareholders have approved the conversion of its non-voting Common Stock into voting Class A Common Stock on a one-for-one
basis. The conversion was approved by a majority of the holders of both the Company’s Common Stock and Class A Common Stock,
each voting as a separate class, at a special meeting of shareholders held today at the Company’s headquarters in Atlanta. As a result
of the conversion, all shares of the Company’s Common Stock will be converted into shares of Class A Common Stock, and the
Class A Common Stock will be renamed as the Company’s “Common Stock”.
To implement the conversion, the Company intends to file its Amended and Restated Articles of Incorporation with the Secretary
of State of the State of Georgia after the close of trading on December 10, 2010. The conversion will become effective immediately
upon filing of the Amended and Restated Articles of Incorporation, and shareholders need not take any action to convert their shares.
Any existing stock certificates validly issued for shares of Aaron’s Class A Common Stock or Common Stock will represent shares of
the Company’s single class of Common Stock, and shares held in brokerage accounts will be automatically adjusted by the broker to
reflect the conversion and name change. The combined class of Common Stock will trade under
NYSE symbol “AAN”, the existing symbol for the Common Stock, effective after the close of trading on December 10, 2010.
At the special meeting, the shareholders also approved amendments to the Company’s bylaws to establish a classified board of
directors, to provide that vacancies on the Company’s board of directors may only be filled by the board, and to reduce the default
approval threshold required for matters submitted to shareholders for a vote.
Aaron’s, Inc., based in Atlanta, currently has 1,800 Company-operated and franchised stores in 48 states and Canada. The
Company’s Woodhaven Furniture Industries division manufactures furniture and bedding at 12 facilities in seven states. The entire
production of Woodhaven is for shipment to Aaron’s stores.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release regarding
Aaron’s, Inc.’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties which
could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties
include factors such as changes in general economic conditions, competition, pricing, customer demand and other issues, and the
risks and uncertainties discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.