UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| |
|
| ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| |
|
Global Market Select |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 24, 2019, we held our annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to provide a non-binding, advisory vote on the compensation of our named executive officers for fiscal 2018 (“say-on-pay”); (3) to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2020; and (4) to vote on a stockholder proposal requesting that we adopt a human rights policy.
The following directors were elected at the annual meeting:
| Director |
Votes For |
Votes Withheld |
Broker |
|||||||||
| Barry M. Monheit |
33,156,249 |
2,158,201 |
13,197,391 |
|||||||||
| Robert L. Scott |
33,616,300 |
1,698,150 |
13,197,391 |
|||||||||
| Anita D. Britt |
34,486,371 |
828,079 |
13,197,391 |
|||||||||
| P. James Debney |
34,410,762 |
903,688 |
13,197,391 |
|||||||||
| John B. Furman |
32,739,288 |
2,575,162 |
13,197,391 |
|||||||||
| Gregory J. Gluchowski, Jr. |
34,011,737 |
1,302,713 |
13,197,391 |
|||||||||
| Michael F. Golden |
33,327,449 |
1,987,001 |
13,197,391 |
|||||||||
| Mitchell A. Saltz |
33,374,914 |
1,939,536 |
13,197,391 |
|||||||||
| I. Marie Wadecki |
32,924,484 |
2,389,966 |
13,197,391 |
|||||||||
Our stockholders did not approve, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:
| Votes |
Votes |
Abstentions |
Broker |
|||||||||||||
| Say-on-pay proposal |
13,002,948 |
22,122,786 |
188,716 |
13,197,391 |
||||||||||||
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2020. The voting results were as follows:
| Votes |
Votes |
Abstentions |
Broker |
|||||||||||||
| Ratification of Deloitte & Touche LLP as independent registered public accountants |
47,748,560 |
587,267 |
174,241 |
— |
||||||||||||
Our stockholders did not approve a stockholder proposal requesting that we adopt a human rights policy. The voting results were as follows:
| Votes |
Votes |
Abstentions |
Broker |
|||||||||||||
| Stockholder proposal |
11,090,183 |
19,524,627 |
4,699,640 |
13,197,391 |
||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN OUTDOOR BRANDS CORPORATION | ||||||
| Date: September 27, 2019 |
By: |
/s/ Jeffrey D. Buchanan | ||||
| Jeffrey D. Buchanan | ||||||
| Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | ||||||