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): August 1, 2011
AARON’S, INC.
(Exact name of registrant as specified in its charter)
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| Georgia |
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1-13941 |
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58-0687630 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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309 E. Paces Ferry Road,
N.E.
Atlanta, Georgia
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30305-2377 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (404) 231-0011
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Not
Applicable
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| (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:
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))
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| ITEM 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 1, 2011, the Compensation Committee of the Board of Directors of Aaron’s, Inc. (the
“Company”) approved the establishment of a stock-based management performance plan (the “Plan”)
effective July 1, 2011. Under the Plan, certain vice presidents, director-level employees and
other key personnel in the Company’s home office, divisional vice presidents and regional managers
are eligible to receive grants of restricted stock units (“RSUs”) based upon the quarterly pre-tax
profit performance of their operating units or the overall Company, as appropriate. The Company’s
top four named executive officers — Chairman R. Charles Loudermilk, Sr., President and Chief
Executive Officer Robert C. Loudermilk, Jr., Executive Vice President and Chief Financial Officer
Gilbert L. Danielson and Chief Operating Officer William K. Butler, Jr. — are not eligible to
participate in the Plan.
If the established performance criteria is achieved, the participating employees may be
granted RSUs quarterly, which would vest between four and five years from the date of grant and
which would generally be settled in shares of the Company’s stock on or around the first day of
September immediately following the vesting date. Except in the case of death, disability or a
change in control of the Company, a participating employee must be employed on the vesting date to
earn the RSUs and to have a right to receive the underlying stock relating to the RSUs. Also, as a
condition to the grant of the RSUs, each participant must enter into an employee agreement, which,
among other things, contains restrictive covenants prohibiting the employee from soliciting the
Company’s employees and customers and from competing with the Company. All RSUs awarded under the
Plan will be granted under and pursuant to the terms of the Company’s 2001 Stock Option and
Incentive Award Plan (as amended and restated) which was filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed April 10, 2009.
The Plan is discretionary and may be amended or terminated at any time by the Compensation
Committee of the Company’s Board of Directors. The Compensation Committee will administer the Plan
and has delegated to the Company’s Chief Executive Officer some of its authority under the Plan
with respect to grants to employees other than executive officers.
A summary of the Plan as it applies to participating vice presidents in the Company’s home
office, some of whom are executive officers of the Company, is attached as Exhibit 10.1 to this
Report, and is incorporated herein by reference. A copy of the form of Master Restricted Stock
Unit Agreement related to awards under the Plan (which includes the form of employee agreement as
an exhibit) is attached as Exhibit 10.2 to this Report, and is incorporated herein by reference.
The foregoing description of the Plan is qualified in its entirety by reference to Exhibits 10.1
and 10.2, as well as to the Company’s 2001 Stock Option and Incentive Award Plan (as amended and
restated) as previously filed with the Securities and Exchange Commission.