-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FSyIDoMuUgum6Frl0ZV7qk53UASoVZzFUZjyguQNRhKkkPbpNqQo43cT4vtdIMsZ +HWAKhNVpPa3kAvB3JCKbw== 0000950144-02-003607.txt : 20020415 0000950144-02-003607.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-003607 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020507 FILED AS OF DATE: 20020408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARON RENTS INC CENTRAL INDEX KEY: 0000706688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 580687630 STATE OF INCORPORATION: GA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13941 FILM NUMBER: 02603990 BUSINESS ADDRESS: STREET 1: 3001 N FULTON DR NE STREET 2: 1100 AARON BLDG CITY: ATLANTA STATE: GA ZIP: 30363 BUSINESS PHONE: 4042310011 MAIL ADDRESS: STREET 1: 309 E. PACES FERRY ROAD., N.E. STREET 2: 3001 N FULTON DRIVE NE CITY: ATLANTA STATE: GA ZIP: 30305-2377 DEF 14A 1 g75242def14a.txt AARON RENTS, INC. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] [ ] Filed by a Party other than the Registrant
Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Aaron Rents, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials: ---------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ AARON RENTS, INC. 309 E. PACES FERRY ROAD, N.E. ATLANTA, GEORGIA 30305-2377 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 7, 2002 The 2002 Annual Meeting of Shareholders of Aaron Rents, Inc. (the "Company"), will be held on Tuesday, May 7, 2002, at 10:00 a.m., Eastern Time, at the SunTrust Plaza, 4th Floor, 303 Peachtree Street, N.E., Atlanta, Georgia 30303, for the purpose of considering and voting on the following: (1) The election of ten directors to constitute the Board of Directors until the next annual meeting and until their successors are elected and qualified; (2) Such other matters as may properly come before the meeting or any adjournment thereof. Information relating to the above items is set forth in the accompanying Proxy Statement. Only shareholders of record of the Class A Common Stock at the close of business on March 15, 2002 are entitled to vote at the meeting. BY ORDER OF THE BOARD OF DIRECTORS JAMES L. CATES Vice President, Risk Management and Secretary Atlanta, Georgia April 8, 2002 PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY SO THAT YOUR VOTE MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY. No postage is required if mailed in the United States in the accompanying envelope. AARON RENTS, INC. 309 E. PACES FERRY ROAD, N.E. ATLANTA, GEORGIA 30305-2377 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 7, 2002 GENERAL INFORMATION The enclosed proxy is being solicited by the Board of Directors of Aaron Rents, Inc. (the "Company") for use at the 2002 annual meeting of shareholders to be held on Tuesday, May 7, 2002 (the "Annual Meeting"), and any adjournment thereof. Each proxy that is properly executed and returned by a shareholder will be voted as specified thereon by the shareholder unless it is revoked. Shareholders are requested to execute the enclosed proxy and return it in the enclosed envelope. If no direction is specified on the proxy as to any matter being acted upon, the shares represented by the proxy will be voted in favor of such matter. Any shareholder giving a proxy has the power to revoke it at any time before it is voted by executing another proxy bearing a later date or by written notification to the Secretary of the Company. Shareholders who are present at the Annual Meeting may revoke their proxy and vote in person. The affirmative vote of a plurality of the holders of shares of the Company's Class A Common Stock present, in person or represented by proxy, at the Annual Meeting will be necessary to elect the nominees for director listed in this Proxy Statement. The affirmative vote of the holders of a majority of the shares of Class A Common Stock present, in person or represented by proxy, at the Annual Meeting will be necessary to approve each of the other proposals presented at the Annual Meeting. The presence, in person or by proxy, of holders of a majority of the outstanding shares of the Company's Class A Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be included in determining whether a quorum is present at the Annual Meeting, but will otherwise have no effect on the election of the nominees for director or the approval of any of the other proposals. An automated system administered by the Company's transfer agent will tabulate the votes cast. Only shareholders of record of Class A Common Stock at the close of business on March 15, 2002 are entitled to vote at the Annual Meeting. A list of all shareholders entitled to vote will be available for inspection at the Annual Meeting. As of March 15, 2002, the Company had 3,731,706 shares of Class A Common Stock and 16,192,801 shares of Common Stock outstanding. Each share of Class A Common Stock entitles the holder thereof to one vote for the election of directors and any other matters that may come before the Annual Meeting. The holders of the Common Stock are not entitled to vote with respect to the election of directors or the other proposals described herein or with respect to most other matters presented to the shareholders for a vote. The Company will bear the cost of soliciting proxies, including the charges and expenses of brokerage firms, banks, and others for forwarding solicitation material to beneficial owners of shares of the Company's Class A Common Stock. The principal solicitation is being made by mail; however, additional solicitation may be made by telephone, telegraph, or personal interview by officers of the Company who will not be additionally compensated therefore. It is anticipated that this Proxy Statement and the accompanying proxy will first be mailed to shareholders on April 8, 2002. BENEFICIAL OWNERSHIP OF COMMON STOCK The following table sets forth, as of January 1, 2002 (except as otherwise noted), the beneficial ownership of the Company's Class A Common Stock and Common Stock by (i) each person who owns of record or is known by management to own beneficially 5% or more of the outstanding shares of the Company's Class A Common Stock, (ii) each of the Company's directors, (iii) the Company's Chief Executive Officer and the other executive officers of the Company listed in the Summary Compensation Table below (the "Named Executive Officers"), and (iv) all executive officers and directors of the Company as a group. Except as otherwise indicated, all shares shown in the table below are held with sole voting and investment power. The Percent of Class column represents the percentage that the named person or group would beneficially own if such person or group, and only such person or group, exercised all currently exercisable options to purchase shares of the applicable class of common stock held by him, her, or it.
AMOUNT AND NATURE TITLE OF CLASS OF BENEFICIAL BENEFICIAL OWNER OF COMMON STOCK OWNERSHIP(1) PERCENT OF CLASS(1) ---------------- --------------- ----------------- ------------------- R. Charles Loudermilk, Sr. ............... Class A 2,381,612 62.19% 309 E. Paces Ferry Road Common 2,239,279(2) 13.96% Atlanta, Georgia Gabelli Funds, Inc. ...................... Class A 413,000(3) 10.78% One Corporate Center Rye, New York T. Rowe Price............................. Class A 213,700(4) 100 E. Pratt Street Common (5) 5.58% Baltimore, MD Gilbert L. Danielson...................... Class A 2,000 * Common 151,855(6) * J. Rex Fuqua.............................. Common 15,000 * Earl Dolive............................... Class A 86,374 2.26% Common 113,702 * Robert C. Loudermilk, Jr.................. Class A 1,500(7) * Common 532,426(8) 3.32% Ronald W. Allen........................... Class A 5,000 * Leo Benatar............................... Class A 2,500 * Common 2,500 * Ingrid Saunders Jones..................... Class A 100 * M. Collier Ross........................... Common 1,000 * William K. Butler, Jr..................... Common 68,701(9) * Eduardo Quinones.......................... Common 2,105 * All executive officers and directors as a group.................... Class A 2,479,593 64.75% (a total of 16 persons) Common 3,176,204(10) 19.80%
- --------------- * Less than 1%. (1) Amounts shown do not reflect that the Common Stock is convertible, on a share for share basis, into shares of Class A Common Stock (i) by resolution of the Board of Directors if, as a result of the existence of the Class A Common Stock, either class is excluded from listing on The New York Stock Exchange or any national securities exchange on which the Common Stock is then listed and (ii) automatically should the outstanding shares of Class A Common Stock fall below 10% of the aggregate outstanding shares of both classes. 2 (2) Includes currently exercisable options to purchase 245,000 shares of Common Stock and 4,973 shares of Common Stock held by Mr. Loudermilk, Sr.'s spouse. (3) As reported on Schedule 13G filed with the Securities and Exchange Commission on December 31, 2001 by Gabelli Funds, Inc. (4) As reported on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2002 by T. Rowe Price Associates, Inc. (5) T. Rowe Price is not required to disclose its holdings of non-voting Common Stock. (6) Includes currently exercisable options to purchase 110,000 shares of Common Stock and 700 shares of Common Stock held by Mr. Danielson's spouse. (7) Includes 1,500 shares of Class A Common Stock held by certain trusts for the benefit of Mr. Loudermilk, Jr.'s children, of which Mr. Loudermilk, Jr. serves as trustee. (8) Includes currently exercisable options to purchase 70,000 shares of Common Stock, 69,327 shares of Common Stock held by certain trusts for the benefit of Mr. Loudermilk, Jr.'s children, of which Mr. Loudermilk, Jr. serves as trustee, and 16,223 shares of Common Stock held by Mr. Loudermilk, Jr.'s spouse. (9) Includes currently exercisable options to purchase 57,800 shares of Common Stock. (10) Includes currently exercisable options to purchase 518,800 shares of Common Stock. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than 10% of either class of the Company's common stock, to file with the Securities and Exchange Commission certain reports of beneficial ownership of the Company's common stock. Based solely on copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all applicable Section 16(a) filing requirements were complied with by its directors, officers, and 10% shareholders during the year ended December 31, 2001, except that Eduardo Quinones, William K. Butler, Jr., David M. Rhodus, James L. Cates and Robert P. Sinclair, Jr., inadvertently failed to report a diminimus number of shares of Common Stock that were gifted to them in January 2001. These shares were subsequently reported on amended or late Form 5's in March 2002. Additionally, Robert C. Loudermilk, Jr., failed to report shares received in trust in December 2000 totaling 3,900 shares of Common Stock and June 2001 totaling 3,300 shares of Common Stock. These shares were subsequently reported on a late Form 5 filing in March 2002. Additionally, Earl Dolive failed to report the following shares of Common Stock that were gifted to others as follows: (i) During 1997 -- 6,000 total shares, (ii) During 2000 -- 4,760 total shares and (iii) During 2001 -- 4,240 shares. These shares were subsequently reported on a late Form 5 in March 2002. ELECTION OF DIRECTORS (ITEM 1) The Company's Bylaws provide for the Board of Directors to be comprised of eleven members. The Board recommends the election of the ten nominees listed below to constitute the entire Board, who will hold office until the next annual meeting of shareholders and until their successors are elected and qualified. If, at the time of the Annual Meeting, any of such nominees should be unable to serve, the persons named in the proxy will vote for such substitutes or will vote to reduce the number of directors for the ensuing year, as management recommends, but in no event will the proxy be voted for more than ten nominees. Management has no reason to believe any substitute nominee or reduction in the number of directors for the ensuing year will be required. The Board has not named an eleventh nominee for director, which will result in one vacancy on the Board until the Board names an additional nominee or reduces the size of the Board to ten members. 3 All of the nominees listed below are now directors of the Company. The following information relating to age, positions with the Company, principal occupation, directorships in companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, subject to the requirements of Section 15(d) of that Act or registered as an investment company under the Investment Company Act of 1940, has been furnished by the respective nominees.
PRINCIPAL OCCUPATION FOR PAST DIRECTOR NAME AGE FIVE YEARS AND OTHER DIRECTORSHIPS SINCE - ---- --- ---------------------------------- -------- R. Charles Loudermilk, Sr........................ 74 Mr. Loudermilk, Sr. has served as Chairman of the 1962 Board and Chief Executive Officer of the Company since the Company's incorporation in 1962. From 1962 to 1997, he was also President of the Company. He has been a director of America's Mart Corporation, owner and manager of the Atlanta Merchandise Mart, since 1996. He is one of the founders and Chairman of the Board of The Buckhead Community Bank, and formerly the Chairman of the Board of Directors of the Metropolitan Atlanta Rapid Transit Authority. Robert C. Loudermilk, Jr.... 42 Mr. Loudermilk, Jr., has served as a Director of the 1983 Company since 1983, and as President and Chief Operating Officer of the Company since 1997. From 1993 to 1997, he was Vice President, Real Estate of the Company. From 1992 to 1993, he was a self- employed real estate investor. From 1990 to 1991, Mr. Loudermilk, Jr., was Executive Vice President of Ball Stalker Co., then a subsidiary of the Company. Gilbert L. Danielson........ 55 Mr. Danielson has served as Vice President, Finance 1990 and Chief Financial Officer and Director of the Company since 1990. He was named Executive Vice President in 1998. He has also served as a Director of Abrams Industries, Inc. since 2000. Ronald W. Allen............. 60 Mr. Allen has served as a Director of the Company 1997 since 1997. He was Chairman and Chief Executive Officer of Delta Air Lines, an international air passenger carrier, from 1987 to 1997. He also served as President of Delta Airline from 1983 to 1987 and from 1993 to 1997, and Chief Operating Officer from 1983 to 1997. He currently serves as a Director of The Coca-Cola Company. Leo Benatar * +............. 72 Mr. Benatar has served as a Director of the Company 1994 since 1994. He has been an associated consultant with A.T. Kearney, Inc., a management consultant and executive search company, since 1996. He was Chairman of Engraph, Inc., and served as Chief Executive Officer of that company from 1981 to 1995. Mr. Benatar serves as a Director of Interstate Bakeries Corporation, Mohawk Industries, Inc., and Paxar Corporation. He previously served as Chairman of the Federal Reserve Bank of Atlanta.
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PRINCIPAL OCCUPATION FOR PAST DIRECTOR NAME AGE FIVE YEARS AND OTHER DIRECTORSHIPS SINCE - ---- --- ---------------------------------- -------- Earl Dolive +............... 84 Mr. Dolive has served as a Director of the Company 1977 since 1977. He currently serves as a Director of Greenway Medical Technologies, Inc. and as Director Emeritus of Genuine Parts Company, a distributor of automobile replacement parts. Prior to his retirement in 1988, he was Vice Chairman of the Board of Genuine Parts Company. J. Rex Fuqua................ 52 Mr. Fuqua has served as a Director of the Company 1996 since 1996. He has been President and Chief Executive Officer of Realan Capital Corporation, a privately held real estate investment corporation, since 1985. He also has been President and Chief Executive Officer of Fuqua Capital Corporation, a privately held investment management corporation, since 1987. Previously, he was Chairman of the Board of Directors of Fuqua Enterprises, Inc., a company engaged in the manufacture and sale of medical products. Mr. Fuqua serves as a Director of Graham-Field Health Products, Inc. Ingrid Saunders Jones *..... 56 Ms. Jones has served as a Director of the Company 1995 since 1995. She has been Senior Vice President of Corporate External Affairs of The Coca-Cola Company and Chairperson of The Coca-Cola Foundation since 1991. Previously, she was an Assistant Vice President of The Coca-Cola Company. M. Collier Ross +........... 75 Gen. Ross has served as a Director of the Company 1996 since 1996. He has been a self-employed management consultant since 1992. He is the former Executive Vice President of Sidwell-Ross and Associates, Inc., a management and technical consulting firm. Gen. Ross retired from the United States Army in 1983 as a Lt. General after 39 years of distinguished service. William K. Butler, Jr....... 49 Mr. Butler joined the Company in 1974 as a Store 2000 Manager. He served as Vice President of the Aaron's Rental Purchase Division from 1986 to 1995 and currently is President of that Division, now known as the Aaron's Sales and Lease Ownership Division. Mr. Butler has served as a Director of the Company since 2000.
- --------------- * Member of the Stock Option Committee of the Board of Directors. + Member of the Audit Committee of the Board of Directors. There are no family relationships among any of the executive officers, directors, and nominees of the Company, except that Robert C. Loudermilk, Jr. is the son of R. Charles Loudermilk, Sr. The Board held five meetings during the year ended December 31, 2001. All of the incumbent directors attended at least 75% of the meetings of the Board and committees on which they served, except for Ingrid 5 Saunders Jones who attended 40% of the meetings of the Board and committees on which she served during 2001 and Ronald W. Allen who attended 40% of the Board meetings during 2001. The Board has a standing Audit Committee which is composed of Messrs. Benatar, Dolive, and Ross. The function of the Audit Committee is to review with the Company's independent auditors the scope and thoroughness of the auditors' examination, consider recommendations of the independent auditors, recommend to the Board the appointment of independent auditors for the year and review the sufficiency of the Company's system of internal controls with the financial officers and the independent auditors. The Audit Committee held two meetings during the year ended December 31, 2001. Please see pages 12 and 13 for the 2001 Audit Committee Report. The Board has a Stock Option Committee, which is composed of Mr. Benatar and Ms. Jones. The function of the Stock Option Committee is to administer the Company's stock option plans. The Stock Option Committee held one meeting during the year ended December 31, 2001. The Board does not have a nominating or compensation committee. Shareholder nominations for director must comply with the procedures for shareholder nominations set forth in Article III, Section 3 of the Company's Bylaws. REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE OFFICERS Set forth below are the names and ages of all executive officers of the Company as of February 15, 2002. All positions and offices with the Company held by each such person are also indicated. Officers are elected annually for one-year terms or until their successors are elected and qualified. All executive officers are United States citizens.
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION NAME (AGE) DURING THE PAST FIVE YEARS - ---------- -------------------------------------------------- R. Charles Loudermilk, Sr. (74).............. Chairman of the Board of Directors and Chief Executive Officer of the Company.* Robert C. Loudermilk, Jr. (42)............... President and Chief Operating Officer of the Company.* Gilbert L. Danielson (55).................... Executive Vice President and Chief Financial Officer of the Company.* James L. Cates (51).......................... Mr. Cates has served as Director of Risk Management since 1990, Vice President since 1994, and Secretary of the Company since 1999. William K. Butler, Jr. (49).................. President of the Aaron's Sales & Lease Ownership Division.* Eduardo Quinones (41)........................ Mr. Quinones joined the Company in 1985 as a Store Manager. He served as Vice President of the Rent-to-Rent Division from 1989 until becoming President of that Division in 2000. David M. Rhodus (53)......................... Mr. Rhodus has served as Vice President, General Counsel since 1999. He was a senior attorney for Alumax, Inc., an aluminum products manufacturing company, from 1998 to 1999 and Vice President and General Counsel for Atlantax Systems, Inc., a business tax services company, from 1993 to 1998.
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POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION NAME (AGE) DURING THE PAST FIVE YEARS - ---------- -------------------------------------------------- B. Lee Landers (43).......................... Mr. Landers has served as Vice President, Chief Information Officer since 1999. Prior to 1999, he held various engineering and technology management positions with The Southern Company. Robert P. Sinclair, Jr. (40)................. Mr. Sinclair has served as Controller of the Company since 1990, Chief Financial Officer of the Aaron's Rental Purchase Division from 1995 to 1999, and Vice President, Corporate Controller since 1999. Mitchell S. Paull (43)....................... Mr. Paull served as Vice President-Treasurer of the Company from 1991 until 1999. From 1999 to 2001, Mr. Paull served as Chief Financial Officer and Vice President Finance and Administration of Winter, a construction management company and as Chief Financial Officer and Vice President - Finance for Career Fair, a computer software company. Mr. Paull rejoined the Company as Senior Vice President in 2001.
- --------------- * For additional information concerning these individuals, see ELECTION OF DIRECTORS (Item 1) above. 7 EXECUTIVE COMPENSATION SUMMARY The following table provides certain summary information for the last three fiscal years of the Company concerning compensation paid or accrued by the Company and its subsidiaries to or on behalf of the Company's Chief Executive Officer and the other Named Executive Officers of the Company. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS ------------- NUMBER OF ANNUAL COMPENSATION SECURITIES FISCAL ------------------------------------- UNDERLYING YEAR OTHER ANNUAL STOCK OPTIONS ALL OTHER NAME AND PRINCIPAL POSITION ENDED SALARY BONUS COMPENSATION(1) (#) COMPENSATION - --------------------------- ------ -------- -------- --------------- ------------- ------------ R. Charles Loudermilk, Sr..... 2001 $454,000 $198,550 -- -- $118,691(2) Chairman of the Board and 2000 454,000 455,861 -- 55,000 104,005(3) Chief Executive Officer 1999 454,000 391,826 -- -- 92,172(4) Robert C. Loudermilk, Jr...... 2001 242,000 -- -- -- 1,610(5) President and Chief 2000 217,500 -- -- 20,000 1,636(5) Operating Officer 1999 205,000 -- -- 10,000 2,719(5) Gilbert L. Danielson.......... 2001 252,500 -- -- -- 1,614(5) Executive Vice President and 2000 242,500 -- -- 50,000 1,615(5) Chief Financial Officer 1999 235,000 25,000 -- 54,000 2,665(5) William K. Butler, Jr......... 2001 312,500 50,000 -- -- 1,615(5) President, Aaron's Sales & 2000 242,500 25,000 -- 40,000 1,724(5) Lease Ownership Division 1999 210,000 50,000 -- 20,000 3,472(5) Eduardo Quinones.............. 2001 177,500 -- -- -- 1,648(5) President, Rent-to-Rent 2000 155,750 31,457 -- 30,000 1,441(5) Division 1999 94,000 44,409 -- 12,000 2,190(5)
- --------------- (1) Excludes perquisites that do not exceed the lesser of $50,000 or 10% of the executive's salary and bonus. (2) Includes a matching contribution of $2,160 made by the Company to the executive's account in the Company's 401(k) plan, and $116,531 representing a portion of the premiums paid, and reimbursement of the executive's resulting income tax liability, with respect to the split dollar life insurance policies described in COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION below. (3) Includes a matching contribution of $1,819 made by the Company to the executive's account in the Company's 401(k) plan, and $102,186 representing a portion of the premiums paid, and reimbursement of the executive's resulting income tax liability, with respect to the split dollar life insurance policies described in COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION below. (4) Includes a matching contribution of $2,656 made by the Company to the executive's account in the Company's 401(k) plan, and $89,516 representing a portion of the premiums paid, and reimbursement of the executive's resulting income tax liability, with respect to the split dollar life insurance policies described in COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION below. (5) Represents a matching contribution made by the Company to the executive's account in the Company's 401(k) plan. 8 BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION Decisions on compensation of the Company's executive officers generally are made by the entire Board of Directors, based upon the recommendation of the Chief Executive Officer. The Company has no separate compensation committee. Pursuant to rules of the Securities and Exchange Commission designed to enhance disclosure of public company policies toward executive compensation, set forth below is a report submitted by the Board of Directors addressing the Company's executive compensation policies. GENERAL. The objectives of the Company's compensation program are to enhance the profitability of the Company, and thus shareholder value, by aligning executive compensation with the Company's business goals and performance and by attracting, retaining and rewarding executive officers who contribute to the long-term success of the Company. In determining the compensation to be paid to the executive officers of the Company, the directors rely upon their own knowledge of compensation paid to executives of companies of comparable size and complexity and consider the performance of the Company and the merits of the individual under consideration. It is the Company's intention that the compensation to be paid to its executive officers will not exceed the present maximum allowable amount for purposes of deductibility set forth in the Internal Revenue Code. SALARY AND BONUS. The Chief Executive Officer makes recommendations annually to the Board of Directors regarding the base salary and bonus, if any, for the Company's executive officers, including the Chief Executive Officer, based upon the profitability of the Company and the level of responsibility, time with the Company, contribution and performance of the executive officer. Evaluation of these factors is subjective, and no fixed, relative weights are assigned to the factors considered. The beginning point for determining such salaries is the salary the executive officer received in the prior fiscal year. The Chief Executive Officer received a salary of $454,000 during year ended December 31, 2001, which represented no change in his salary from the fiscal year ended December 31, 2000. For 2001, the Board of Directors approved a bonus plan (the "Plan") for the Chief Executive Officer for the fiscal year. Under the Plan, the Chief Executive Officer was entitled to receive a bonus in an amount equal to 1% of the Company's pre-tax earnings for the fiscal year ended December 31, 2001 (without giving effect to his bonus under the Plan). Factors considered in setting the Chief Executive Officer's salary and bonus included the successful acceleration of the Company's growth plans during the year, continued improvement in the Company's financial condition during the year and his dual role as both Chairman of the Board of Directors and Chief Executive Officer of the Company. STOCK OPTIONS. The Company in the past has used grants of stock options to its key employees and executive officers to more closely align the interests of such employees and officers with the interests of its shareholders. Options and awards equivalent to 122,750 shares of Common Stock were awarded to officers and employees during the year-end December 31, 2001. Options granted to the Chief Executive Officer and the other Named Executive Officers during the three prior fiscal years are reflected in the Summary Compensation Table above. THE BOARD OF DIRECTORS R. Charles Loudermilk, Sr. Robert C. Loudermilk, Jr. Gilbert L. Danielson Ronald W. Allen Leo Benatar Earl Dolive J. Rex Fuqua Ingrid Saunders Jones M. Collier Ross William K. Butler, Jr. 9 FIVE-YEAR SHAREHOLDER RETURN COMPARISON Set forth below is a line graph comparing, for the last five fiscal years of the Company, the yearly percentage change in the cumulative total shareholder return (assuming reinvestment of dividends) on the Company's Common Stock with that of (i) the S&P Small Cap 600 Index and (ii) a group of publicly traded rental purchase companies (the "Peer Group"). For 2001, the Peer Group consisted of Rent-A-Center, Inc. and Rent-Way, Inc. The Heilig-Meyers Company was excluded from this year's Peer Group after being included in prior years as it filed for bankruptcy in 2001 and is no longer publicly traded. The stock price performance shown on the graph below is not necessarily indicative of future price performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG AARON RENTS, INC., THE S & P SMALLCAP 600 INDEX AND A PEER GROUP (PERFORMANCE GRAPH) * $100 invested on 12/31/96 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. Copyright 2002, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.
--------------------------------------------------------- CUMULATIVE TOTAL RETURN - ------------------------------------------------------------------------------------- 12/96 12/97 12/98 12/99 12/00 12/01 - ------------------------------------------------------------------------------------- Aaron Rents, Inc. 100.00 163.62 128.03 128.31 119.63 138.99 S & P SmallCap 600 100.00 125.58 129.01 145.01 162.13 195.17 Peer Group 100.00 149.12 221.45 150.78 161.31 163.81
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS Messrs. Loudermilk, Sr., Loudermilk, Jr., Danielson, Butler, and Quinones have each entered into employment agreements with the Company. The agreements provide that each executive's employment with the Company will continue until terminated by either party for any reason upon 60 days notice, or by either party for just cause at any time. Each such executive has agreed not to compete with the Company for a period of one year after the termination of his employment. 10 DIRECTOR COMPENSATION Outside directors receive $2,000 for each Board meeting attended, and Audit Committee members receive fees of $500 for each Audit Committee meeting attended. Each outside director also is paid a quarterly retainer of $2,000. Directors who are employees of the Company receive no compensation for attendance at Board or committee meetings. OPTION GRANTS There were no grants of stock options made by the Company during the last fiscal year to the Named Executive Officers. OPTION EXERCISES AND FISCAL YEAR-END VALUES The following table shows for the Company's Chief Executive Officer and the other Named Executive Officers information with respect to the exercise of options for Common Stock during the year ended December 31, 2001, the number of shares covered by both exercisable and non-exercisable stock options for Common Stock as of December 31, 2001, and the values of "in-the-money" options, based on the positive spread between the exercise price of any such existing stock options and the year-end price of the applicable class of the Company's Common Stock. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING UNEXERCISED SHARES OPTIONS AT VALUE OF UNEXERCISED ACQUIRED DECEMBER 31, 2001 IN-THE MONEY OPTIONS AT ON VALUE (NO. OF SHARES) DECEMBER 31, 2001(1) EXERCISE REALIZED --------------------------- --------------------------- NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- -------- -------- ----------- ------------- ----------- ------------- R. Charles Loudermilk, Sr. .... -- -- 245,000 55,000 $1,301,313 $188,375 Robert C. Loudermilk, Jr. ..... -- -- 70,000 30,000 389,125 100,250 Gilbert L. Danielson........... -- -- 110,000 104,000 646,125 342,700 William K. Butler, Jr. ........ 12,000 88,509 57,800 60,000 310,740 181,250 Eduardo Quinones............... 20,000 163,803 2,000 42,000 725 80,850
- --------------- (1) Aggregate market value (based on December 31, 2001 closing stock price of $16.30 per share for the Common Stock) of the shares covered by the options, less aggregate exercise price payable by the executive. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company has no compensation committee. The Board of Directors of the Company, upon the recommendation of the Chairman and Chief Executive Officer, determines the annual compensation payable to its executive officers. The following directors of the Company served as officers or employees of the Company or its subsidiaries during the last fiscal year or prior thereto: R. Charles Loudermilk, Sr., Robert C. Loudermilk, Jr., Gilbert L. Danielson, and William K. Butler, Jr. The Company leases a 49,000 square foot building housing two stores in Alexandria, Virginia from a general partnership of which Mr. Loudermilk, Sr. is a 25% partner under a ten-year lease expiring in 2008 at a basic monthly rental of $17,726, subject to escalation every five years based on the consumer price index, but not to exceed 25%. All insurance, taxes, assessments, and other charges related to the property are paid by the Company as additional rent under the lease. The Company believes that these lease terms are as favorable as those that could have been obtained at the same time from unaffiliated parties. Each of two irrevocable trusts holds a cash value life insurance policy on the life of Mr. Loudermilk, Sr., the aggregate face value of which is $4,400,000. The Company and the Trustee of such trusts are parties to 11 split-dollar agreements pursuant to which the Company has agreed to make all payments on the policies until Mr. Loudermilk, Sr.'s death. Upon his death, the Company will receive the aggregate cash value of those policies, which as of December 31, 2001 represented $1,580,292 and the balance of such policies will be payable to the trusts or beneficiaries of such trusts. The premiums paid by the Company on these policies during the year ended December 31, 2001 totaled $231,116. AUDIT MATTERS Ernst & Young LLP served as auditors of the Company for the year ended December 31, 2001, and has been selected by the Board of Directors to continue as the Company's auditors for the current fiscal year. A representative of that firm is expected to be present at the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions. AUDIT FEES. The aggregate fees billed by the Company's auditors, Ernst & Young LLP, for professional services rendered for the audit of the Company's annual financial statements for the year ended December 31, 2001 and the reviews of the financial statements included in the Company's Forms 10-Q for that year were $190,500. ALL OTHER FEES. The aggregate fees billed for services rendered by Ernst & Young LLP for 2001, other than the services described above, were $86,500. Of this amount $55,000 related to tax compliance fees and $31,500 related to employee benefit plan and statutory audit fees. REPORT OF AUDIT COMMITTEE The Audit Committee is comprised of three "independent" members as defined under the listing standards of the New York Stock Exchange ("NYSE"). The Audit Committee acts under a written charter adopted and approved by the Board of Directors on May 2, 2000. The responsibilities of the Audit Committee include recommending to the Board of Directors an accounting firm to be engaged as independent accountants. In addition, the Audit Committee is responsible for recommending to the Board of Directors that the financial statements be included in the Annual Report to Shareholders. In keeping with its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2001 with management and has discussed with Ernst & Young LLP, the independent public accountants, the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees) and the Audit Committee has discussed the independence of Ernst & Young LLP with that firm. In addition, the members of the Audit Committee considered whether the provision of services by Ernst & Young LLP for the year ended December 31, 2001 described above in AUDIT MATTERS -- "All Other Fees" was compatible with maintaining Ernst & Young LLP's independence. The Committee discussed with the Company's independent auditors the overall scope and plans for their audit. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting. Based on the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Audit Committee Charter, the Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2001 for filing with the Securities and Exchange Commission. 12 This report is respectfully submitted by the Audit Committee of the Board of Directors. Earl Dolive, Chairman Leo Benatar M. Collier Ross SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING In accordance with the provisions of Rule 14a-8(a)(3)(i) of the Securities and Exchange Commission, proposals of shareholders intended to be presented at the Company's 2003 annual meeting must be received by December 12, 2002 to be eligible for inclusion in the Company's proxy statement and form of proxy for that meeting. The Company retains discretion to vote proxies it receives with respect to director nominations or any other business proposals received after February 20, 2003. The Company retains discretion to vote proxies it receives with respect to such proposals received prior to February 20, 2003, provided (a) the Company includes in its proxy statement advice on the nature of the proposal and how it intends to exercise its voting discretion, and (b) the proponent does not issue its own proxy statement. OTHER MATTERS The Board of Directors of the Company knows of no other matters to be brought before the Annual Meeting. However, if other matters should properly come before the Annual Meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with his judgment of what is in the best interest of the Company. THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED TO SHAREHOLDERS UPON REQUEST WITHOUT CHARGE. REQUESTS FOR FORM 10-K REPORTS SHOULD BE SENT TO GILBERT L. DANIELSON, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AARON RENTS, INC., 309 E. PACES FERRY ROAD, N.E., ATLANTA, GEORGIA 30305-2377. BY ORDER OF THE BOARD OF DIRECTORS James L. Cates Vice President, Risk Management and Secretary April 8, 2001 13 AARON RENTS, INC. AARON RENTS, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2002 CLASS A COMMON STOCK PROXY The undersigned shareholder of Aaron Rents, Inc. hereby constitutes and appoints R. Charles Loudermilk, Sr. and James L. Cates, or either or them, the true and lawful attorneys and proxies of the undersigned with full power of substitution and appointment, for and in the name, place and stead of the undersigned, to vote all of the undersigned's shares of Class A Common Stock of Aaron Rents, Inc., at the Annual Meeting of the Shareholders to be held in Atlanta, Georgia on Tuesday, the 7th day of May, 2002, at 10:00 a.m., Eastern Time and at any and all adjournments thereof as follows: (1) [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to below (except as marked vote for all nominees to the contrary below): listed. NOMINEES: R. Charles Loudermilk, Sr., Robert C. Loudermilk, Jr., Gilbert L. Danielson, Earl Dolive, Ronald W. Allen, Leo Benatar, Ingrid Saunders Jones, J. Rex Fuqua, M. Collier Ross, and William K. Butler, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.) - -------------------------------------------------------------------------------- FOR the transaction of such other business as may lawfully come before (2) the meeting, hereby revoking any proxies as to said shares heretofore given by the undersigned and ratifying and confirming all that said attorneys and proxies may lawfully do by virtue hereof.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO VOTED. (Continued and to be dated and signed on reverse side) It is understood that this proxy confers discretionary authority in respect to matters not known or determined at the time of the mailing of the notice of the meeting to the undersigned. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated April 8, 2002 and the Proxy Statement furnished therewith. Dated and signed , 2002 ------------------ -------------------------------------------- -------------------------------------------- (Signature should agree with the name(s) hereon. Executors, administrators, trustees, guardians and attorneys should so indicate when signing. For joint accounts each owner should sign. Corporations should sign their full corporate name by a duly authorized officer.)
This proxy is revocable at or at any time prior to the meeting. Please sign and return this proxy to SunTrust Bank, Atlanta, Attn: Corporate Trust Department, P.O. Box 4625, Atlanta, Georgia 30302, in the accompanying prepaid envelope. -----END PRIVACY-ENHANCED MESSAGE-----