This Proxy Statement is dated [•], 2014 and is first being mailed to shareholders, along with the enclosed WHITE proxy card, on or about [•], 2014.

The following are some of the questions that you, as a shareholder of the Company, may have about this proxy solicitation and the answers to those questions. The following is not a substitute for the information contained in the remainder of this Proxy Statement, and the information contained below is qualified by the more detailed descriptions and explanations contained elsewhere in this Proxy Statement. VCM urges you to read this entire Proxy Statement (including the annex) carefully before deciding on whether to grant a proxy.

VCM is a private and public equity investor. VCM and its principals have an 18-year relationship with the Company and significant experience in the rent-to-own industry, including several years as the Company’s second largest franchisee. Through its affiliates, VCM is also the majority owner of Buddy’s Home Furnishings, a rent-to-own business operating primarily in the Southeast.

VCM is the Company’s second-largest shareholder and the beneficial owner of an aggregate of 7,277,000 shares of Common Stock, representing approximately 10.1% of the outstanding Common Stock.

At various points in 2011 and 2012, representatives of VCM met with representatives of the Company to discuss a variety of matters concerning the business and operations of the Company. On three separate occasions during this period, VCM offered to acquire the Company and, each time, was informed that the Company was not interested in pursuing discussions regarding an acquisition.

On February 7, 2014, VCM sent a letter to the Board offering to acquire the Company for $30.50 per share in cash. VCM also filed a statement on Schedule 13D with the Securities and Exchange Commission (the “SEC”) disclosing its beneficial ownership of an aggregate of 7,277,000 shares of Common Stock.

On February 7, 2014, the Company issued a press release confirming the receipt of VCM’s offer to acquire the Company.

On February 21, 2014, the Company issued a press release stating that a Transaction Committee of the Board, consisting of independent outside directors (the “Transaction Committee”), would review VCM’s offer with the assistance of its professional advisors. The Company also announced that it had amended its bylaws to (i) increase the number of shares of Common Stock required to call a special meeting of shareholders (from 25% of all votes entitled to be cast on each issue to be considered at a proposed special meeting of shareholders to 66​​2∕3% of all votes entitled to be cast on each such issue); (ii) eliminate two vacancies on the Board and fix the size of the Board at nine directors; and (iii) accelerate the deadline for shareholders to notify the Company of their intention to nominate any candidate for election to the Board.

On February 28, 2014, VCM sent a letter to the Board that, among other things, reiterated VCM’s willingness to meet with the Board and its advisors to discuss an acquisition of the Company by VCM. VCM also filed an amendment to its Schedule 13D to disclose the letter.

On March 7, 2014, VCM delivered a notice of nomination of directors (the “Notice”) to the Company nominating Brian R. Kahn, W. Kenneth Butler, Jr., Matthew E. Avril, Spencer S. Smith and Thomas R. Bernau for election as directors at the Annual Meeting. In connection with submitting the Notice, VCM asked the Company to explain to shareholders why the Board was not divided into classes that have an equal number of directors, as is required by the Company’s bylaws and Georgia law and was instead divided into classes of four directors, three directors and two directors. VCM also issued a press release and filed an amendment to its Schedule 13D to disclose the submission of the Notice.

On March 7, 2014, the Company confirmed the receipt of the Notice and disclosed that an affiliate of Starboard Value LP had nominated four directors in connection with the Annual Meeting. The Company also announced that in addition to continuing to review VCM’s offer, the Transaction Committee was undertaking a broad review of opportunities to enhance long-term value for the Company’s shareholders.

On March 14, 2014, VCM sent a letter to the independent members of the Board that, among other things, cautioned them not to utilize short-term financial engineering to temporarily increase earnings per share and mask the ongoing declines in the Company’s system-wide profitability. The letter also asked the independent directors to bring in a new management team to stabilize and improve the Company’s business or sell the Company to someone who is better able to run it. VCM also issued a press release and filed an amendment to its Schedule 13D to disclose the letter.

On March 17, 2014, Mr. Kahn met briefly with representatives of the Transaction Committee’s financial advisors to discuss VCM’s offer to acquire the Company.

On March 26, 2014, the Company announced that it had amended its bylaws to provide for majority voting in uncontested elections of directors.

On March 28, 2014, VCM sent a letter to the independent members of the Board that, among other things, called on the Board to fix the Company’s illegal board structure and improve other governance failings. In addition, VCM questioned the business justification for shifting $7.5 million of annual costs from franchisees to the Company’s shareholders. VCM also issued a press release and filed an amendment to its Schedule 13D to disclose the letter.

On April 3, 2014, Mr. Kahn spoke briefly by telephone with representatives of the Transaction Committee’s financial advisors to discuss VCM’s offer to acquire the Company.

On April 14, 2014, Gilbert L. Danielson, the Company’s Chief Financial Officer, resigned from the Board, but only after the Board moved him from a Class III director to a Class II director. The Board then filled the vacancy created by Mr. Danielson’s resignation by appointing and electing Kathy T. Betty, an existing Class II director who resigned from the Board that day.

On April 15, 2014, the Company announced, among other things, (i) the acquisition of Progressive Finance Holdings, LLC (“Progressive”), a merchandise lease-to-own company, in an all-cash transaction valued at approximately $700 million; and (ii) a reduction in its revenue and earnings guidance.

On April 17, 2014, VCM, by letter to the Board, withdrew its offer to acquire the Company in light of, among other things, (i) the Company’s continued poor performance; and (ii) significant concerns about the Progressive acquisition. VCM also issued a press release and filed an amendment to its Schedule 13D to disclose the letter.

On April 22, 2014, representatives of the Company met with representatives of VCM to discuss, among other things, a possible resolution of VCM’s threatened proxy contest through the appointment of Mr. Kahn and one or more new directors to the Board.

From April 22, 2014 to April 29, 2014, representatives of the Company (including members of the Board) and its advisors engaged in numerous conversations with Mr. Kahn and VCM’s advisors to try to resolve VCM’s threatened proxy contest. Although the Company and VCM made progress toward a mutually-acceptable resolution, VCM was not willing to agree to the Company’s request that VCM subject itself to a two year “standstill” restriction with respect to its activities at the Company (which was the only “standstill” proposal made by the Company). Also during these discussions, representatives of the Company repeatedly informed representatives of VCM that Mr. Kahn was a suitable individual to join the Board.

On April 29, 2014, VCM sent a letter to Ray Robinson, the Chairman of the Board, memorializing the discussions between Messrs. Robinson and Kahn. In this letter, VCM noted that (i) the Company’s Nominating and Corporate Governance Committee had reviewed and approved Mr. Kahn’s credentials and concluded that his business experience would reasonably be expected to enhance the Board; and (ii) that representatives of the Company stated that the Company would not expand the Board to reappoint any sitting director who was not re-elected at the Annual Meeting. The letter also stated that the Company had confirmed that it was ready, willing and able to request shareholder approval to initiate a process to declassify the Board. VCM also issued a press release and filed an amendment to its Schedule 13D to disclose the letter.

On April 30, 2014, the Company disclosed a letter from Mr. Robinson to Mr. Kahn concerning the contents of VCM’s letter sent the previous day.

On May 2, 2014, VCM filed this Proxy Statement.

VCM believes the challenges facing the Company call for directors with new ideas and open minds who are prepared to take bold action. To that end, VCM has nominated two highly experienced and respected individuals who VCM believes would, consistent with the best interests of the Company, advocate for a thorough exploration of all pathways to deliver value to shareholders. VCM would expect these pathways to

include, but not be limited to, operational improvements, capital allocation and strategic transactions. VCM believes that the Nominees have exceptional qualifications and will bring fresh, independent perspectives and insights to this essential review process. VCM urges shareholders to support VCM in this effort by voting “FOR” the Nominees.

The Company has disclosed that the Board is classified and that only the two Class I directors are standing for election at the Annual Meeting. Accordingly, at the Annual Meeting, the two nominees who receive the greatest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected as Class I directors for terms expiring at the 2017 Annual Meeting and until their respective successors have been duly elected and qualified. VCM is seeking your support at the Annual Meeting to elect the Nominees, Brian R. Kahn and W. Kenneth Butler, Jr.

The Nominees have furnished the following information regarding their principal occupations and certain other matters. The ages of the nominees are given as of May 1, 2014. Each of the nominees is a citizen of the United States of America.

Brian R. Kahn, age 40, founded and has served as the investment manager of VCM and its predecessor, KCM, since 1998. VCM focuses on public and private market investments in the consumer, manufacturing and defense industries. Mr. Kahn has served as Chairman of API Technologies Corp. (“API”), a designer and manufacturer of high performance systems, subsystems, modules and components for technically demanding RF, microwave, millimeter wave, electromagnetic, power and security applications, since January 2011; from January 2011 to August 2012, Mr. Kahn also served as Chief Executive Officer of API. From October 2011 to July 2012, Mr. Kahn was a director of Integral Systems, Inc., a global provider of products, systems and services for satellite command and control, telemetry and digital signal processing, data communications, enterprise network management and communications information assurance. From September 2009 to April 2010, Mr. Kahn was the Chairman of White Electronic Designs Corporation, a provider of sophisticated multi-chip semiconductor packages, high-efficiency memory devices and build-to-print electromechanical assemblies for defense and aerospace applications. Mr. Kahn is also a member of the Board of Managers of Buddy’s Newco, LLC d/b/a/ Buddy’s Home Furnishings, an owner and franchisor of rent-to-own stores. Earlier in his career, Mr. Kahn was the owner of Rosey Rentals L. P. (“RRLP”), which at the time was the second-largest franchisee of the Company, as well as Ace TV Rental and Choice Rent-to-Own. Mr. Kahn was previously an analyst covering the rent-to-own sector with Fidelity Investments. Mr. Kahn graduated cum laude and holds a Bachelor of Arts degree in Economics from Harvard University.

VCM believes that Mr. Kahn will bring to the Board extensive operational experience in the rent-to-own sector, including as the previous owner of the Company’s second-largest franchisee. Mr. Kahn also possesses significant business leadership experience and management skills. Mr. Kahn’s past and present service as a director at several other public companies provides him with insight on governance best practices.

Mr. Kahn was previously affiliated with RRLP. In December 2008, the Company acquired substantially all of the assets of RRLP.

W. Kenneth Butler, Jr., age 61, has been the President of Pro Carts Inc. d/b/a All Pro Carts since September 2013. From May 2013 to September 2013, Mr. Butler pursued personal interests. From August 2008 to May 2013, Mr. Butler served as the Company’s Chief Operating Officer. Prior to that, Mr. Butler served as President of the Company’s Aaron’s Sales & Lease Ownership division since 1995. He also served as Vice President of that division from 1986 to 1995. Mr. Butler joined the Company in 1974 as a store manager. From 2000 until May 2013, Mr. Butler was a member of the Board. Mr. Butler has served as a director of RE/MAX of Georgia, Tennessee, Kentucky and Ohio since 2005. Mr. Butler attended Austin Peay State University and Austin College.

VCM believes that Mr. Butler’s over 35 years of experience working for the Company provide him with extensive knowledge of the operating history of the Company, as well as general management and operational experience. Mr. Butler will bring valuable industry perspective to the Board.

Prior to May 1, 2013, Mr. Butler was a party to an employment agreement with the Company. Mr. Butler’s employment agreement provided that his employment with the Company continued until terminated by either party for any reason upon 60 days’ notice, or by either party for just cause at any time. Mr. Butler received an annual salary of $715,000 and participated in the Company’s equity incentive and bonus plans. Mr. Butler also received various benefits from the Company, including standard medical, dental and disability coverage. Mr. Butler also received matching contributions under the Company’s 401(k) Retirement Savings Plan and participated in the Company’s Nonqualified Deferred Compensation Plan.

On May 1, 2013, Mr. Butler and the Company entered into a Separation Agreement & Mutual General Release and Waiver of All Claims (the “Separation Agreement”). As part of the Separation Agreement, Mr. Butler became entitled to receive (i) $5 million payable in equal bi-monthly installments over an 18 month period; and (ii) $15,759.31, minus applicable tax withholdings, for the cost of coverage under COBRA for 18 months. The Separation Agreement includes confidentiality, non-solicitation, non-disparagement, non-competition and release provisions. Pursuant to the Separation Agreement, Mr. Butler agreed “that he will not apply for or otherwise inquire, seek or accept employment, contract work, temporary work or any other business association with Company or any of its subsidiaries, divisions, business units, or affiliates that are known by him to be so related to Company.” VCM and Mr. Butler do not believe that the terms of the Separation Agreement prevent Mr. Butler from serving as a non-employee director of the Company.

Three of Mr. Butler’s relatives were employees of the Company. All three resigned prior to May 1, 2013. As part of the Separation Agreement, the Company agreed to provide each individual with six months of salary continuance and a lump sum payment for the cost of coverage under COBRA. All such payments by the Company are set forth in the Separation Agreement, and that information, to the extent necessary, is incorporated herein by reference.

Even if all of the Nominees are elected, they will represent a minority of the Board. As such, the Nominees will not alone be able to cause the Company to take any action. However, the Nominees expect to be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their respective experiences and working constructively with the other Board members, the Nominees believe that they can effect positive change at the Company.

There can be no assurance that if any of the Nominees are elected the other members of the Board will serve with such Nominees.

Except as set forth in this Proxy Statement, VCM believes that each Nominee is independent within the meaning of the rules of The New York Stock Exchange and is not currently affiliated with the Company or any of its subsidiaries. Consequently, VCM believes that if the Nominees are elected, a majority of the directors will be independent within the meaning of the rules of The New York Stock Exchange and there will be a sufficient number of independent directors to serve on the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. If the Nominees are elected, the composition of the Board’s committees will be determined by the Board.

Each of the Nominees has consented to being named as a nominee in this Proxy Statement and to serve as a director of the Company if elected. VCM does not expect that any of the Nominees will be unable to stand for election to the Board or to serve as a director if elected. In the event that a vacancy in VCM’s slate of nominees should occur unexpectedly, VCM may appoint a substitute candidate that it selects and the shares of Common Stock represented by the enclosed WHITE proxy card will be voted for such substitute nominee. If VCM appoints a substitute nominee or determines to add nominees because the Company expands the size of the Board subsequent to the date of this Proxy Statement, it will make a filing with the Securities and Exchange Commission that (i) identifies any such substitute nominee; (ii) discloses that any such substitute nominee has consented to being named in this Proxy Statement, as supplemented, and to serve as a director of the Company if elected; and (iii) includes the information with respect to such substitute nominee required to be disclosed under the SEC’s proxy rules. In the event that the Company refuses to permit a substitute or additional nominees as contemplated by this paragraph by reason of the Company’s bylaws or otherwise, VCM reserves the right to challenge such bylaws or the application of such bylaws to such substitute or additional nominees or such other action in an appropriate legal proceeding.

If elected, the Nominees, together with the other directors of the Company, will be responsible for managing the business and affairs of the Company. Each director of the Company has an obligation to comply with his or her fiduciary duties under Georgia law. It is possible that circumstances may arise in which the interests of VCM, on the one hand, and the interests of other shareholders of the Company, on the other hand, may differ. In any such case, VCM expects the Nominees to fully discharge their fiduciary obligations to the Company and its shareholders under Georgia law.

The Nominees will not receive any compensation from VCM for their services as directors of the Company if elected. Each of the Nominees, if elected, will be entitled to receive from the Company compensation paid by the Company to its non-employee directors. The compensation currently paid by the Company to its non-employee directors is described in the Company’s preliminary proxy statement filed with the SEC on April 28, 2014 (the “Company Proxy Statement”).

As discussed in further detail in the Company Proxy Statement, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company has proposed a non-binding resolution to approve the compensation of the Company’s named executive officers as described in the Company Proxy Statement. This is often referred to as a “say-on-pay” vote, and provides shareholders with the ability to cast a vote with respect to the Company’s 2013 executive compensation programs and policies and the compensation paid to the named executive officers as disclosed in the Company Proxy Statement. This advisory vote on executive compensation is not binding on the Board.

Additional information regarding this proposal is contained in the Company Proxy Statement.

VCM is not making any recommendation on this proposal. VCM intends to vote its shares of Common Stock “AGAINST” this proposal.

As discussed in further detail in the Company Proxy Statement, a shareholder has submitted a proposal urging the Board to take all necessary steps (other than any steps that must be taken by the shareholders) to eliminate the classification of the Board and to require that all directors elected after the Annual Meeting be elected on an annual basis.

Additional information regarding this proposal is contained in the Company Proxy Statement.

VCM believes that, as a matter of good corporate governance, all directors should be elected annually. VCM recommends that you vote “FOR” the shareholder proposal.

Based on information publicly disclosed by the Company, the shares of Common Stock constitute the only class of outstanding voting securities of the Company. Accordingly, only holders of shares of Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting. Each share of Common Stock entitles its holder to one vote. There are no cumulative voting rights. The Company has disclosed that 72,220,357 shares of Common Stock were outstanding and entitled to vote as of the close of business on the Record Date. If you are a shareholder of record as of the Record Date, you will retain your right to vote at the Annual Meeting even if you sell your shares of Common Stock after the Record Date.

The presence, in person or by proxy, of holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Your shares of Common

Stock will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, brokerage firm, dealer, trust company or other nominee) or if you vote in person by ballot at the Annual Meeting. Abstentions, broker non-votes and votes withheld will be counted toward the quorum requirement. If a quorum is not present at the Annual Meeting, a majority of the shareholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Directors of the Company are elected by a plurality of all the votes cast at the Annual Meeting, assuming a quorum is present (unless the election is uncontested, in which case directors are elected by a majority of all the votes cast). For this purpose, “plurality” means that the individuals receiving the largest number of votes are elected as directors, up to the maximum number of directors to be elected. The Company has disclosed that the Board is classified and that only the two Class I directors are standing for election at the Annual Meeting. Accordingly, at the Annual Meeting, the two nominees who receive the greatest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected as Class I directors for terms expiring at the 2017 Annual Meeting and until their successors have been duly elected and qualified. Abstentions and broker non-votes, if any, are not considered votes cast and will result in the applicable nominee(s) receiving fewer “FOR” votes for purposes of determining the two nominees receiving the most votes. A signed proxy that withholds authority with respect to the election of any or all nominees will be counted for purposes of determining whether there is a quorum, but, with respect to any specific nominee, will not be considered to have been voted for such nominee.

With respect to any other proposal that properly comes before the Annual Meeting, assuming a quorum is present, such proposal will be approved if the votes cast favoring the matter exceed the votes cast opposing the matter. Abstentions and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.

Pursuant to applicable SEC rules, the Company is required to announce the preliminary or final voting results within four business days of the Annual Meeting by means of a Current Report on Form 8-K filed with the SEC.

Please authorize a proxy to vote by telephone, over the Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided TODAY.

If you hold your shares of Common Stock in more than one account, you will receive a WHITE proxy card for each account. To ensure that all of your shares of Common Stock are voted, please sign, date and return the WHITE proxy card for each account.

The enclosed WHITE proxy card may be signed only by holders of record of shares of Common Stock on the Record Date. If you were a shareholder of record as of the close of business on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell some or all of your shares of

Common Stock after the Record Date. Accordingly, it is important that you vote all of the shares of Common Stock held by you on the Record Date, or grant a proxy to vote your shares of Common Stock on the enclosed WHITE proxy card, even if you sell some or all of your shares of Common Stock after the Record Date.

If you are a beneficial owner of shares of Common Stock held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee, these proxy materials are being forwarded to you by your bank, brokerage firm, dealer, trust company or other nominee. As a beneficial owner, you must instruct your broker, trustee or nominee how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions.

If you are a beneficial owner of shares of Common Stock held in “street name” and do not provide voting instructions to your bank, brokerage firm, dealer, trust company or other nominee, your shares of Common Stock will not be voted on any proposal on which your bank, brokerage firm, dealer, trust company or other nominee does not have or does not exercise discretionary authority to vote, such as a non-routine matter for which you do not provide voting instructions. This is referred to as a “broker non-vote.” VCM believes that due to the contested nature of the election at the Annual Meeting, all of the matters to be voted on at the Annual Meeting are considered non-routine. Accordingly, banks, brokerage firms, dealers, trust companies and other nominees will be unable to exercise discretionary voting authority with respect to any of the proposals to be voted on at the Annual Meeting.

Depending upon your bank, brokerage firm, dealer, trust company or other nominee, you may be able to vote either by toll-free telephone or via the Internet. Please refer to the enclosed WHITE voting instruction form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed WHITE voting instruction form.

Because a beneficial owner is not the shareholder of record, if you wish to vote your shares of Common Stock in person by ballot at the Annual Meeting, you must obtain a “legal proxy” from the bank, brokerage firm, dealer, trust company or other nominee that holds your shares of Common Stock.

You are entitled to attend the Annual Meeting if you are a shareholder of record as of the close of business on the Record Date.

If you are a beneficial owner of shares of Common Stock held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee, your name will not appear in the Company’s register of shareholders. Those shares of Common Stock are held in the name of your bank, brokerage firm, dealer, trust company or other nominee on your behalf, and your bank, brokerage firm, dealer, trust company or other nominee will be entitled to vote your shares of Common Stock. In order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares of Common Stock held by your bank, brokerage firm, dealer, trust company or other nominee. To ensure that your shares of Common Stock are voted at the Annual Meeting, you should promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a WHITE proxy card is submitted on your behalf.

Please refer to the Company Proxy Statement for additional information about attending the Annual Meeting, including any requirements to gain admission to the Annual Meeting.

If you are a record owner of shares of Common Stock as of the close of business on the Record Date and have mailed a proxy card to the Company, you may revoke that card before it is voted at the Annual Meeting by mailing a signed WHITE proxy card bearing a date later than the proxy card that you delivered to the Company either to VCM in care of Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, or to such address as the Company may provide. Only your latest signed and dated proxy will count and will serve as a revocation of any prior proxy submitted. Proxies may also be revoked at any time prior to being voted at the Annual Meeting by: (i) attending the Annual Meeting and voting in person by ballot (attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or (ii) delivering a written notice of revocation. A written revocation may be in any form validly signed by the record holder or an authorized agent of the record holder as long as it clearly states that the proxy previously given is no longer effective. A written notice of revocation may be delivered either to VCM in care of Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, or to such address as the Company may provide. Although a revocation is effective if delivered to the Company, VCM requests that you mail or deliver either the original or a copy of any revocation to VCM in care of Innisfree M&A Incorporated at the address above. VCM may contact shareholders who have revoked their proxies.

If your shares of Common Stock are held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee and you wish to revoke a proxy card, you must return a later dated proxy to your bank, brokerage firm, dealer, trust company or other nominee. Only your latest signed and dated proxy will count. You may also revoke a proxy at any time before it is voted at the Annual Meeting by attending the Annual Meeting and voting in person by ballot (attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy). You will also need to obtain a “legal proxy” from the bank, brokerage firm, dealer, trust company or other nominee that holds your shares of Common Stock in order to vote in person by ballot at the Annual Meeting.

By submitting your proxy to VCM by signing and dating the enclosed WHITE proxy card, you are revoking all prior proxies that you have previously given with respect to the Annual Meeting.

The initial solicitation of proxies by mail may be supplemented by telephone, fax, email, newspapers and other publications of general distribution, through the Internet, other electronic communication and personal solicitation by VCM and the persons listed on Annex A who are “participants” in the solicitation of proxies. No additional compensation for soliciting proxies will be paid to such participants for their proxy solicitation efforts.

VCM has retained Innisfree M&A Incorporated (“Innisfree”) for solicitation and advisory services in connection with the solicitation of proxies, for which Innisfree is to receive a fee of up to $[•]. Up to [•] people may be employed by Innisfree in connection with the solicitation of proxies. VCM has also agreed to reimburse Innisfree for out-of-pocket expenses and to indemnify Innisfree against certain liabilities and expenses, including reasonable legal fees and related charges. Innisfree will solicit proxies from individuals, banks, brokerage firms, dealers, trust companies, other nominees and other institutional holders.

VCM’s expenses related to the solicitation of proxies are currently estimated to be approximately $[•], of which approximately $[•] has been incurred to date. Such costs include, among other things, expenditures for attorneys, public relations advisors, proxy solicitors, printing, advertising, postage and other miscellaneous expenses and fees. The entire expense of soliciting proxies by or on behalf of VCM is being borne by VCM. Bank, brokerage firms, dealers, trust companies and other nominees will be requested to forward solicitation materials to beneficial owners of shares of Common Stock. VCM will reimburse banks, brokerage firms, dealers, trust companies and other nominees for their reasonable expenses for sending solicitation material to beneficial owners.

To the extent legally permissible, if successful in the election of one or more of the Nominees, VCM currently intends to seek reimbursement from the Company for the costs of this solicitation. VCM does not currently intend to submit the question of such reimbursement to a vote of the shareholders of the Company.

Except as set forth in this Proxy Statement, VCM is not aware of any other proposals to be considered at the Annual Meeting. However, if VCM learns of any other proposals made a reasonable time before the Annual Meeting, VCM will either supplement this Proxy Statement and provide shareholders with an opportunity to vote by proxy directly on such matter or will not exercise discretionary authority with respect thereto. If other proposals are made thereafter, the persons named as proxies on the WHITE proxy card will vote such proxies in their discretion on such proposals.

This proxy solicitation is being conducted by VCM. Information in this Proxy Statement and in Annex A about certain other persons listed on Annex A who are “participants” in the solicitation of proxies by VCM was provided by that participant.

This Proxy Statement is available at http:/​/​[•].

Based on information publicly disclosed by the Company, the Company’s principal executive office is located at 309 East Paces Ferry Road, N.E., Atlanta, GA 30305-2377.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is required to file reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by the Company with the SEC may be inspected at, and copies may be obtained from, the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a website (http:/​/​www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.

VCM has omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Company Proxy Statement in reliance on Rule 14a-5(c) of the Exchange Act. Such disclosure includes (i) interests of certain persons in matters to be acted upon, other than VCM and the Nominees; (ii) voting securities and principal holders thereof, other than VCM and the Nominees; (iii) information regarding directors and executive officers, other than the Nominees; and (iv) compensation of directors and executive officers (including Mr. Butler during his service as an executive of the Company). Please refer to the Company Proxy Statement for such information. Except as otherwise stated in this Proxy Statement, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Although VCM does not have any knowledge indicating that any statement contained in this Proxy Statement is untrue, VCM does not take any responsibility, except to the extent imposed by law, for the accuracy or completeness of statements taken from public documents and records that were not prepared by or on behalf of VCM, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information.

The Company Proxy Statement discloses the following information related to the submission of shareholder proposals for the Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”):

In accordance with the provisions of Rule 14a-8(e) of the Exchange Act, proposals of shareholders intended to be presented at the 2015 Annual Meeting must be received by January [•], 2015 to be eligible for inclusion in the Company’s proxy statement and form of proxy for that meeting.

If a shareholder desires to nominate a candidate for election to the Board, such shareholder must submit the nomination in compliance with the Company’s bylaws not less than 60 nor more 120 days prior to the date of the 2015 Annual Meeting, which the Company currently anticipates will be held on May 5, 2015.

Other shareholder proposals not made in accordance with the provisions of Rule 14a-8 must be submitted to the Board in compliance with the Company’s bylaws between 90 to 120 days prior to the date of the 2015 Annual Meeting in order to be considered timely.

Please refer to the Company Proxy Statement for additional information on these matters.

This Proxy Statement may contain certain statements that are “forward looking” in nature, and shareholders should be aware that any such forward-looking statements are only predictions and subject to risks and uncertainties that exist in the business environment that could render actual outcomes and results materially different from that predicted. In some cases, such forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “plans,” “expects,” “intends” or “believes” or the negative of such terms or other comparable terminology. You should not place undue reliance on any such statements, and any forward-looking statements made in this Proxy Statement are qualified in their entirety by these cautionary statements. There can be no assurance that the actual results or developments anticipated by VCM will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business, operations or financial condition. Except to the extent required by applicable law, VCM undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

This Proxy Statement is dated [•], 2014. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.

Under applicable SEC rules and regulations, the Nominees and certain other persons are “participants” with respect to VCM’s solicitation of proxies. The following sets forth certain information about the persons and entities who are participants. Each natural person who is a participant is a citizen of the United States of America.

There are no material legal proceedings in which any of the Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or proceedings in which such Nominees or associates have a material interest adverse to the Company or any of its subsidiaries. There are no family relationships among the Nominees or between any of the Nominees and any director or executive officer of the Company.

Except as disclosed in this Proxy Statement, none of the Nominees have been involved in any legal proceedings in the preceding ten years described in Item 401(f) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”). Except as disclosed in this Proxy Statement, there are no arrangements or understandings between any of the Nominees and any other party pursuant to which any such Nominee was or is to be selected as a director or nominee. Except as disclosed in this Proxy Statement, none of the Nominees nor any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K.

The following table sets forth the names and business addresses of the Nominees, as well as the names and principal business addresses of the corporation or other organization in which the principal occupations or employment of the Nominees is carried on. The principal occupations or employment of the Nominees are set forth under the caption “Proposal 1 — Election of Directors.”

The following individuals are also participants in VCM’s solicitation of proxies.

Messrs. Smith and Bernau are owners and operators of franchises in the Company’s system.

VCM has entered into substantially identical indemnity and nominee letter agreements (the “Nominee Agreements”) with the Nominees and Messrs. Smith and Bernau (collectively, the “Agreement Parties”) pursuant to which it has agreed to indemnify the Agreement Parties, to the fullest extent permitted by Georgia and other applicable law, against, and to hold the Agreement Parties harmless from, any and all liabilities, losses, claims, damages, suits, actions, judgments and reasonable costs and expenses actually incurred by the Agreement Parties (including reasonable and documented attorneys’ fees and expenses) (collectively, “Losses”) asserted against, resulting from, imposed upon, or incurred or suffered by such Agreement Parties, directly or indirectly, based upon, arising out of or relating to (a) serving as a nominee of VCM and its affiliates; (b) being a “participant in a solicitation” (as defined in the rules and regulations under the Exchange Act) in connection with the solicitation of proxies by VCM and its affiliates; and (c) being otherwise involved in the solicitation of proxies by VCM and its affiliates. However, VCM is not obligated to indemnify the Agreement Parties for (i) any action taken or omission by the Nominees or on their behalf that occurs subsequent to certification of the results relating to the solicitation of proxies by VCM and its affiliates or such earlier time as any such Nominee is no longer a serving as a nominee of VCM; or (ii) any actions taken or inactions by the Nominees as a director of the Company, if the Nominees are elected. In addition, VCM is not obligated to indemnify the Agreement Parties to the extent of any Losses that (A) arise out of any materially inaccurate written information supplied by the Agreement Parties or on their behalf for inclusion in any filings made with any federal or state governmental agency, including any materials related to the solicitation of proxies by VCM and its affiliates; or (B) are found in a final judgment by a court, not subject to further appeal, to have resulted from bad faith or willful misconduct on the part of the Agreement Parties. Finally, VCM has agreed to reimburse the Agreement Parties for their reasonable and documented out-of-pocket expenses (including travel expenses) directly related to their participation in any solicitation of proxies by VCM and its affiliates.

VCM is a Delaware limited liability company. The principal address of VCM is 4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819. The principal business of VCM is to purchase, sell, trade and invest in securities.

VCM serves as investment adviser to investment funds and managed accounts (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.

KCM is a Delaware limited liability company. KCM, as a member and the majority owner of VCM, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by VCM, and may be deemed to be the indirect beneficial owner of such shares. KCM disclaims beneficial ownership of such shares for all other purposes.

Mr. Kahn, as the manager of each of VCM and KCM, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by VCM, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes.

The Nominees have beneficial ownership of shares of Common Stock as set forth in the table below. No associates of the Nominees beneficially own any shares of Common Stock. None of the participants or any of their respective associates owns any shares of Common Stock of record that such person or entity does not own beneficially. None of the participants or any of their respective associates beneficially own any other securities of the Company.

During the past two years, the participants purchased or sold the following securities of the Company. Except as disclosed in this Proxy Statement, none of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. The shares of Common Stock acquired by VCM using its investment capital. Messrs. Butler and Bernau each used his own assets to acquire the shares of Common Stock that he owns, which are held in one or more non-margin brokerage accounts.