UNITED STATES
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): September 10, 2010
AARON’S,
INC.
(Exact name of registrant
as specified in its charter)
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Georgia |
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1-13941 |
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58-0687630 |
(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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309 E. Paces Ferry Road,
N.E.
Atlanta, Georgia
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30305-2377 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (404) 231-0011
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Not
Applicable
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
þ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
On September 13, 2010, Aarons, Inc. (the Company) issued a press release announcing that
its Board of Directors had approved, and is recommending to the Companys shareholders for
approval, the conversion of its non-voting Common Stock into voting Class A Common Stock on a
one-for-one basis. The transaction is subject to the approval of a majority of the holders of both
the Companys Common Stock and Class A Common Stock, each voting as a separate class. Under the
proposal, shares of the Companys Common Stock, which currently do not have voting rights other
than as required by law, will be converted into shares of Class A Common Stock, which currently
have one vote per share, and the Class A Common Stock and will be redesignated as the Companys
Common Stock. The proposal was approved by the Board on September 10, 2010. The Company
currently expects the meeting to occur in November 2010, subject to the SEC review process.
Additional Information
Shareholders are urged to read the proxy statement regarding the proposed conversion when it
becomes available because it will contain important information. Shareholders will be able to
obtain a free copy of the proxy statement (when available), as well as other filings containing
information about the Company, without charge, at the Securities & Exchange Commissions (SEC)
internet site at www.sec.gov, and on the Investor Relations page of the Companys web site at
www.aaronsinc.com. Copies of the proxy statement and any filings with the SEC that will be
incorporated by reference in the proxy statement can also be obtained, without charge, by directing
a request to the Corporate Secretary, Aarons, Inc., 309 East Paces Ferry Road, NE, Atlanta,
Georgia 30305-2377, telephone (404) 231-0011.
The directors and executive officers of the Company and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed conversion. Information
regarding the Companys directors and executive officers is available in the proxy statement dated
April 5, 2010 for the Annual Meeting of Shareholders held on May 4, 2010, which was filed with the
SEC on April 2, 2010. Other information regarding any participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be filed with the SEC when they
become available.
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Item 9.01 |
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Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
99.1
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Press Release of the Company dated September 13, 2010. |