false000182139300018213932024-09-252024-09-25

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 25, 2024
 THE AARON'S COMPANY, INC.
(Exact name of Registrant as Specified in Charter)
Georgia
1-39681
85-2483376
(State or other Jurisdiction of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
400 Galleria Parkway SESuite 300AtlantaGeorgia30339-3194
(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):
    ☐    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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading SymbolName of each exchange on which registered
Common Stock, $0.50 Par ValueAAN New York Stock Exchange


    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 ☐
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. ☐



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.

ForAgainstAbstainBroker Non-Votes
23,747,58975,85715,179—

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
22,700,203962,526175,896—

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
22,333,0181,431,16474,443—

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



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Sep. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 25, 2024
Entity Registrant Name THE AARON'S COMPANY, INC.
Entity Central Index Key 0001821393
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Entity Incorporation, State or Country Code GA
Entity File Number 1-39681
Entity Tax Identification Number 85-2483376
Entity Address, Address Line One 400 Galleria Parkway SE
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30339-3194
City Area Code 678
Local Phone Number 402-3000
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.50 Par Value
Trading Symbol AAN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Address, Address Line Two Suite 300
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