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8-K - FORM 8-K - AARON'S INC | g25484e8vk.htm |
EXHIBIT 99.1
Contact: Gilbert L. Danielson
Executive Vice President
Chief Financial Officer
404-231-0011
Executive Vice President
Chief Financial Officer
404-231-0011
Aarons, Inc.
Announces Shareholder Approval of
Reclassification Proposal
Voting and Non-Voting Shares to Be Combined Effective December 10, 2010
Announces Shareholder Approval of
Reclassification Proposal
Voting and Non-Voting Shares to Be Combined Effective December 10, 2010
ATLANTA, December 7, 2010 Aarons, Inc. (NYSE: AAN and AAN.A), the nations leader in
the sales and lease ownership and specialty retailing of residential furniture, consumer
electronics, home appliances and accessories, today announced that its shareholders have approved
the conversion of its non-voting Common Stock into voting Class A Common Stock on a one-for-one
basis. The conversion was approved by a majority of the holders of both the Companys Common Stock
and Class A Common Stock, each voting as a separate class, at a special meeting of shareholders
held today at the Companys headquarters in Atlanta. As a result of the conversion, all shares of
the Companys Common Stock will be converted into shares of Class A Common Stock, and the Class A
Common Stock will be renamed as the Companys Common Stock.
To implement the conversion, the Company intends to file its Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Georgia after the close of trading on
December 10, 2010. The conversion will become effective immediately upon filing of the Amended and
Restated Articles of Incorporation, and shareholders need not take any action to convert their
shares. Any existing stock certificates validly issued for shares of Aarons Class A Common Stock
or Common Stock will represent shares of the Companys single class of Common Stock, and shares
held in brokerage accounts will be automatically adjusted by the broker to reflect the conversion
and name change. The combined class of Common Stock will trade under
NYSE symbol AAN, the existing symbol for the Common Stock, effective after the close of trading
on December 10, 2010.
At the special meeting, the shareholders also approved amendments to the Companys bylaws to
establish a classified board of directors, to provide that vacancies on the Companys board of
directors may only be filled by the board, and to reduce the default approval threshold required
for matters submitted to shareholders for a vote.
Aarons, Inc., based in Atlanta, currently has 1,800 Company-operated and franchised stores in
48 states and Canada. The Companys Woodhaven Furniture Industries division manufactures
furniture and bedding at 12 facilities in seven states. The entire production of Woodhaven is
for shipment to Aarons stores.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this news release regarding Aarons, Inc.s business that are not historical facts
are forward-looking statements that involve risks and uncertainties which could cause actual
results to differ materially from those contained in the forward-looking statements. These risks
and uncertainties include factors such as changes in general economic conditions, competition,
pricing, customer demand and other issues, and the risks and uncertainties discussed under Risk
Factors in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009.