Form 10-Q AARON'S INC For: Jun 30

July 29, 2020 9:26 AM

FIRST AMENDMENT TO

AARON’S, INC. AMENDED AND RESTATED

COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

1.Amendment. The first row of Appendix I of the Amended and Restated Compensation Plan for Nonemployee Directors (the “Plan”), which describes the amount and vesting of the Annual Retainer for Non-Employee Directors, is hereby amended to insert the following proviso at the end of the existing language in the third column of that first row: “provided, that, where the annual meeting of shareholders for the then-current year is held later than the date on which that meeting was held in the prior year, the Board shall have the discretion to make the vesting date for the RSUs granted to Non-Employee Directors on the date of the annual meeting of shareholders held in the then-current year be the two-year anniversary of the date on which the annual meeting of shareholders was held in the prior year” (the “Amendment”).

2.Defined Terms. Defined terms used herein, whose meanings are not set forth herein, shall have the definitions/meanings given to them in the Plan.

3.No Other Amendments. The Amendment, as described in Section 1 hereof, is the only amendment, change or modification to the Plan intended to be made herein or hereby, and there are no other amendments, changes or modifications to the Plan made by this document, other than the Amendment expressly set forth herein.

IN WITNESS WHEREOF, this Plan is executed as of June 18, 2020, the date the Board approved this Plan, to be effective as of that same date.

AARON’S, INC.

By: /s/ Steven A. Michaels

Title: Chief Financial Officer, President of Strategic Operations

SCHEDULE 1

Aaron’s, Inc. Compensation for Non-Employee Directors


Description	Amount	Comment
Annual Retainer – RSU	$125,000	Granted on the date of the annual meeting of shareholders and vests on one-year anniversary of date of grant; provided that, where the annual meeting of shareholders for the then-current year is held later than the date on which that meeting was held in the prior year, the Board shall have the discretion to make the vesting date for the RSUs granted to Non-Employee Directors on the date of the annual meeting of shareholders for the then-current year be the two-year anniversary of the date on which the annual meeting of shareholders was held in the prior year.

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, John W. Robinson III, certify that:

I have reviewed this quarterly report on Form 10-Q of Aaron's, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	July 29, 2020	/s/ John W. Robinson III
		John W. Robinson III
		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Steven A. Michaels, certify that:

I have reviewed this quarterly report on Form 10-Q of Aaron's, Inc.;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	July 29, 2020	/s/ Steven A. Michaels
		Steven A. Michaels
		Chief Financial Officer,
		President Strategic Operations

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John W. Robinson III Chief Executive Officer of Aaron's, Inc. and subsidiaries (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that:

The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	July 29, 2020	/s/ John W. Robinson III
		John W. Robinson III
		Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven A. Michaels, Chief Financial Officer of Aaron's, Inc. and subsidiaries (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that:

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	July 29, 2020	/s/ Steven A. Michaels
		Steven A. Michaels
		Chief Financial Officer,
		President Strategic Operations

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Form 10-Q AARON'S INC For: Jun 30

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