SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 4, 2017 (May 2, 2017)
(Exact name of Registrant as Specified in Charter)
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| | | | |
| Georgia | | 1-13941 | | 58-0687630 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| | |
400 Galleria Parkway SE, Suite 300 Atlanta, Georgia | | 30339-3194 |
| (Address of principal executive offices) | | (Zip code) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
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 o
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. o
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On Tuesday, May 2, 2017, Aaron’s, Inc. (the “Company”) held its 2017 annual meeting of shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of March 15, 2017, the record date for the Annual Meeting, there were 71,452,526 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. 67,177,253 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 2018 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. In response to the shareholders recommendation regarding the frequency of future non-binding, advisory resolutions to approve the Company’s executive compensation, the Board of Directors of the Company has determined that it intends to provide a non-binding, advisory vote every year.
Proposal 1 – Election of directors
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| | | | | | | | | | | |
| | For | | Against | | Abstain | | Non-Votes |
| Kathy T. Betty | 64,025,176 |
| | 305,603 |
| | 38,418 |
| | 2,808,056 |
|
| Douglas C. Curling | 63,439,320 |
| | 895,191 |
| | 34,686 |
| | 2,808,056 |
|
| Cynthia N. Day | 61,924,236 |
| | 2,412,654 |
| | 32,307 |
| | 2,808,056 |
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| Curtis L. Doman | 63,238,647 |
| | 1,096,862 |
| | 33,688 |
| | 2,808,056 |
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| Walter G. Ehmer | 63,720,916 |
| | 613,121 |
| | 35,160 |
| | 2,808,056 |
|
| Hubert L. Harris, Jr. | 63,718,592 |
| | 611,892 |
| | 38,713 |
| | 2,808,056 |
|
| John W. Robinson III | 64,317,862 |
| | 17,567 |
| | 33,768 |
| | 2,808,056 |
|
| Ray M. Robinson | 54,220,433 |
| | 10,115,944 |
| | 32,820 |
| | 2,808,056 |
|
| Robert H. Yanker | 63,724,894 |
| | 609,390 |
| | 34,913 |
| | 2,808,056 |
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Proposal 2 – Approval of a non-binding resolution to approve the Company’s executive compensation
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| | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 63,291,250 | | 863,894 | | 214,053 | | 2,808,056 |
Proposal 3 – Recommendation, on a non-binding advisory basis, of the frequency (every 1, 2 or 3 years) of future advisory votes on executive compensation
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| | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Non-Votes |
| 49,574,365 | | 29,330 | | 14,706,810 | | 58,692 | | 2,808,056 |
Proposal 4 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017
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| | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 65,910,845 | | 1,215,400 | | 51,008 | | 0 |
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. |
| | | By: | /s/ Steven A. Michaels |
| | | | Steven A. Michaels |
| | | | Chief Financial Officer and |
| | Date: May 4, 2017 | | President of Strategic Operations |
