(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
309 E. Paces Ferry Road, N.E.
(Address of principal executive offices)
amending Section 2 of Article II of the Bylaws to provide that special meetings of shareholders shall be called upon the demand of holders of at least two-thirds (66 2/3%) of all votes entitled to be cast on each issue to be considered at a proposed special meeting of the shareholders (previously the Bylaws provided that 25% of votes could demand the calling of a special meeting);
amending Section 2 of Article III of the Bylaws to provide that the number of directors which shall constitute the whole Board shall be as determined by resolution of the Board from time to time but in no event less than three (previously the Bylaws required eleven directors); in connection therewith the Board resolved on February 21, 2014 that the number of directors which shall constitute the whole Board shall be nine directors, effective immediately following the effectiveness of the Amendment, in order to eliminate the two vacancies previously on the Board; and
amending Section 3 of Article III of the Bylaws to (a) require any shareholder intending to nominate any candidate for election to the Board to notify the Company not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company) (previously the Bylaws required such notice to be given not less than 14 nor more than 50 days in advance of the meeting) and (b) add a requirement that the nomination include the nominee’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected.
Amended and Restated Bylaws of Aaron’s, Inc.
/s/ Gilbert L. Danielson
Date: February 21, 2014
Gilbert L. Danielson
Executive Vice President and Chief Financial Officer