ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 25, 2021, at the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of The Aaron's Company, Inc. (the "Company") in Atlanta, Georgia, the shareholders of the Company, upon the recommendation of the Company's Board of Directors, approved The Aaron's Company, Inc. Amended and Restated 2020 Equity and Incentive Plan (the "Amended and Restated 2020 Plan"). The Amended and Restated 2020 Plan became effective upon such shareholder approval.

The Amended and Restated 2020 Plan amends and restates in its entirety The Aaron's Company, Inc. 2020 Equity and Incentive Plan (the "Original 2020 Plan"). In terms of material changes from the Original 2020 Plan:

•The Amended and Restated 2020 Plan increases the number of shares of the Company's common stock available for awards under the plan by 3,475,000 shares to a total of 6,775,000 shares.

•The Amended and Restated 2020 Plan extends the term under which awards may be granted under the plan until August 24, 2031.

•The Amended and Restated 2020 Plan includes a one-year minimum vesting requirement for all awards granted under it, subject to limited exceptions, as further described in the Amended and Restated 2020 Plan. The Original 2020 Plan only included a minimum vesting requirement with respect to performance shares and performance units, which minimum vesting requirement could be overridden in the discretion of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee").

•The Amended and Restated 2020 Plan now provides that dividends and dividend equivalents on all unvested awards granted under the Amended and Restated 2020 Plan will be subject to the same restrictions on vesting and payment as the awards to which they relate. The Original 2020 Plan limited this requirement to only certain types of awards. The Amended and Restated 2020 Plan does not allow for dividends or dividend equivalents on option or stock appreciation right awards.

•The Amended and Restated 2020 Plan includes language clarifying that certain awards can provide for continued vesting (in addition to accelerated vesting) upon the occurrence of specified events.

•The Amended and Restated 2020 Plan clarifies that the Compensation Committee may provide for the repayment to the Company of cash received with respect to an award under the plan in the event a participant engages in certain detrimental activity, as further described in the Amended and Restated 2020 Plan.

In addition to the changes described above, the Amended and Restated 2020 Plan includes various non-substantive conforming and clarifying changes.

The description of the Amended and Restated 2020 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2020 Plan, attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission (the "Commission") on July 14, 2021, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. As described above, the Company held the Annual Meeting on August 25, 2021 in Atlanta, Georgia. As of June 21, 2021, the record date for the Annual Meeting, there were 33,861,982 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. A total of 31,048,098 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy, which was 91.69% of the aggregate number of shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's shareholders took the actions listed below and elected each of the director nominees to serve as directors until the expiration of such director's term at the Company's 2024 annual meeting of shareholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal from office or death, having cast the following votes:

Proposal 1 - Election of directors


                                    For             Against         Abstain         Non-Votes
      Hubert L. Harris, Jr.     28,674,459        365,274          9,325          1,999,040
      John W. Robinson III      28,996,157         50,786          2,115          1,999,040

Proposal 2 - Approval of a non-binding, advisory resolution to approve the Company's executive compensation


                         For            Against        Abstain       Non-Votes
                      28,216,785        810,741        21,532        1,999,040

Proposal 3 - Approval of a non-binding, advisory recommendation to the Board of Directors of the Company regarding the frequency of the advisory vote on executive compensation


                      One Year       Two Years      Three Years        Abstain
                     27,538,187       13,922         1,477,901         19,048

Proposal 4 - Adopt and approve The Aaron's Company, Inc. Amended and Restated 2020 Equity and Incentive Plan


                         For            Against        Abstain       Non-Votes
                      27,145,564       1,883,746       19,748        1,999,040

Proposal 5 - Ratification of the appointment of Ernst and Young LLP as the Company's independent registered public accounting firm for 2021


                         For            Against        Abstain       Non-Votes
                      29,970,647       1,076,689         762             -

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)  Exhibits:

Exhibit No.           Description

        10.1            The Aaron's Company, Inc. Amended and Restated 2020 Equity and Incentive
                        Plan (incorporated herein by reference to Appendix A of the Registrant's
                        Definitive Proxy Statement on Schedule 14A (Commission File No. 001-39681),
                          as filed with the Commission on July 14, 2021).
     Exhibit 104      The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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