UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
Aarons, Inc.
(Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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The following notice will be sent to participants in the Aarons Inc. 401(k) Plan:
IMPORTANT NOTICE
The enclosed proxy is being solicited by the Board of Directors of Aarons, Inc. for use at a
Special Meeting of Shareholders to be held on December 7, 2010.
Because you were a shareholder of record of the Aarons, Inc. Common Stock on the Record Date
through your participation in the Aarons, Inc. 401(k) Plan, you are entitled to vote on
the proposal to amend and restate Aarons, Inc. Amended and Restated Articles of Incorporation to
effect a reclassification of each outstanding share of Common Stock into one share of Class A
Common Stock and to rename the Class A Common Stock as Common Stock, to eliminate certain
obsolete provisions relating to our prior dual-class common stock structure, and to amend the
number of authorized shares to be 225,000,000 total shares (the aggregate of the current number of
authorized shares of Common Stock and Class A Common Stock) (the Capital Simplification
proposal).
The text of the proposed Amended and Restated Articles of Incorporation that you are being
asked to approve, marked to show changes to our current Amended and Restated Articles of
Incorporation, is included as Appendix A of the enclosed Proxy Statement document.
Holders of Aarons, Inc. Common Stock may cast one vote for each share of Common Stock they
hold. If the Capital Simplification proposal is approved at the Special Meeting, both classes of
common stock will be unified, and all shareholders of Aarons, Inc. will thereafter have the same
voting rights.
Additional Information
You are urged to read the definitive proxy statement regarding the proposed conversion because it
contains important information. You can obtain a free copy of the proxy statement, as well as other
filings containing information about Aarons, without charge, at the Securities & Exchange
Commissions (SEC) internet site at www.sec.gov, and on the Investor Relations page of the
Aarons web site at www.aaronsinc.com. Copies of the proxy statement and any filings with the SEC
that are 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 Aarons and other persons may be deemed to be participants
in the solicitation of proxies in respect of the proposed conversion. Information regarding Aarons
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, is contained in the definitive
proxy statement and other relevant materials filed with the SEC.