Aarons Holdings Company Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AAN
Diversified Commercial Services
Consumer Discretionary
UNITED STATES
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): September 25, 2024
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September 25, 2024, The Aaron’s Company, Inc., a Georgia corporation (the “Company”), held a special meeting of shareholders at the offices of Jones Day, located at 1221 Peachtree Street N.E., Suite 400, Atlanta, GA 30361 (the “Special Meeting”).
As of August 12, 2024, the record date for the Special Meeting, there were 31,550,767 shares of the Company’s common stock eligible to be voted at the Special Meeting. A total of 23,838,625 shares, or approximately 75.6%, of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present at the Special Meeting in person or by proxy.
The following three proposals were voted upon at the Special Meeting, with the Board of Directors of the Company recommending a vote “FOR” each of the proposals, as further described in the definitive proxy statement filed with the Securities and Exchange Commission on August 13, 2024. The tables below describe the proposals and show the final voting results from the Special Meeting.
Proposal 1 – Approval of the Agreement and Plan of Merger, dated June 16, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among IQVentures Holdings, LLC, an Ohio limited liability company (“IQV”), Polo Merger Sub, Inc., a Georgia corporation that is a wholly-owned direct subsidiary of IQV (“Merger Sub”), and the Company. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned direct subsidiary of IQV.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 23,747,589 | 75,857 | 15,179 | — | |||||||||||||||||
Proposal 2 – Approval, on a non-binding, advisory basis, of the compensation that may be paid or may become payable to the Company’s named executive officers in connection with, or following, the consummation of the Merger.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 22,700,203 | 962,526 | 175,896 | — | |||||||||||||||||
Proposal 3 – Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 22,333,018 | 1,431,164 | 74,443 | — | |||||||||||||||||
Based on the votes set forth above, each of the proposals was approved by the shareholders of the Company.
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.
THE AARON'S COMPANY, INC. | |||||||||||
By: | /s/ C. Kelly Wall | ||||||||||
Date: | September 25, 2024 | C. Kelly Wall Chief Financial Officer | |||||||||