Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The disclosure in Item 3.03 is incorporated herein by reference.
In connection with the holding company formation, Aaron's notified the
Item 3.03. Material Modification to Rights of Security Holders.
On
At the Effective Time, each outstanding share of Aaron's common stock issued and
outstanding immediately prior to the Effective Time automatically converted into
one share of HoldCo common stock. HoldCo is incorporated in the
In connection with the holding company formation, and pursuant to an Assumption
Agreement, dated as of
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HoldCo to participate in the Director Plan. Outstanding equity awards under the 2001 Stock Option and Incentive Award Plan and the 2015 Equity and Incentive Award Plan will continue in effect in accordance with the terms and conditions of the applicable plan and award agreement, including the same exercise price (if applicable), except that the shares of common stock issuable under each such equity award will be shares of HoldCo common stock. In addition, each participant eligible to purchase a share of Aaron's common stock under the ESPP will automatically be eligible to purchase a share of HoldCo common stock and otherwise, the same terms and conditions of the ESPP will apply.
At the Effective Time, the following plans were each amended and restated in connection with the holding company formation to effectuate HoldCo's assumption of such plans and, among other things, to provide that references to Aaron's be changed to refer to HoldCo and references to Aaron's common stock be changed to refer to HoldCo common stock: the 2015 Equity and Incentive Award Plan, the ESPP, the Deferred Compensation Plan and the Director Plan. In addition, the Retirement Plan and the 2001 Stock Option and Incentive Award Plan were amended to reflect HoldCo's assumption thereof.
The foregoing descriptions of the Merger Agreement, Assumption Agreement, the 2015 Equity and Incentive Award Plan (as amended and restated), the ESPP (as amended and restated), the Retirement Plan (as amended), the Deferred Compensation Plan (as amended and restated), the Director Plan (as amended and restated), and the 2001 Stock Option and Incentive Award Plan (as amended) are qualified in their entirety by the terms of such agreements, which are filed hereto as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively, and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure in Item 3.03 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofMay 1, 2020 , amongAaron's, Inc. , Aaron's HoldingsCompany, Inc. and Aaron'sMerger Sub, Inc. (incorporated by reference to Appendix B to the joint proxy statement/prospectus filed byAaron's, Inc. with theSEC onMay 8, 2020 ) 10.1 Assumption Agreement betweenAaron's, Inc. andAaron's Holdings Company, Inc. , dated as ofOctober 16, 2020 10.2Aaron's, Inc. Amended and Restated 2015 Equity and Incentive Award Plan, 2020 Amendment and Restatement 10.3Aaron's, Inc. Employee Stock Purchase Plan, 2020 Amendment and Restatement 10.4 Fourth Amendment to theAaron's, Inc. Employees Retirement Plan 10.5Aaron's, Inc. Deferred Compensation Plan, 2020 Amendment and Restatement 10.6Aaron's, Inc. Amended and Restated Compensation Plan for Non-Employee Directors, 2020 Amendment and Restatement 10.7 Amendment to theAaron Rents, Inc. 2001 Stock Option and Incentive Award Plan, as Amended and Restated
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