UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2015
AMERICA’S CAR-MART, INC.
(Exact name of registrant as specified in its charter)
| Texas | 0-14939 | 63-0851141 |
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
802 SE Plaza Avenue, Suite 200, Bentonville, Arkansas 72712
(Address of principal executive offices, including zip code)
(479) 464-9944
(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:
[ ] 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 5, 2015, America’s Car-Mart, Inc., a Texas corporation (the “Company”), granted stock options to its Chief Executive Officer, William H. Henderson, and its Chief Financial Officer, Jeffrey A. Williams. The stock options were granted pursuant to the Company’s employment agreements with Mr. Henderson and Mr. Williams, respectively, effective as of May 1, 2015, the material terms of which were disclosed in the Company’s Current Report on Form 8-K filed with the Commission on June 23, 2015.
Pursuant to the employment agreements, Messrs. Henderson and Williams each received non-qualified stock options to purchase an aggregate of 30,000 shares of the Company’s common stock pursuant to the Company’s Amended and Restated Stock Option Plan, which was adopted by the board of directors on June 10, 2015 and approved by the Company’s stockholders at the 2015 annual meeting on August 5, 2015. The exercise price for each option is $46.47, which is equal to the fair market value of the Company’s common stock on the grant date. Messrs. Henderson and Williams each received an option for 10,000 shares that is subject to time-based vesting and will “cliff” vest on April 30, 2020. Each executive also received an option for 20,000 shares that is subject to performance vesting based on the Company’s consolidated net income growth during fiscal years 2016 through 2020. For each performance-based option, if the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five fiscal years ending April 30, 2020 is equal to 10% or more, the option will vest in full (20,000 shares) on April 30, 2020. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five fiscal years ending April 30, 2020 is equal to 5% or more but less than 10%, one half of the option (10,000 shares) will vest on April 30, 2020. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five fiscal years ending April 30, 2020 is less than 5%, the option will be forfeited. The stock options will expire on the tenth anniversary of the grant date.
The description of the material terms of these stock options is qualified in its entirety by reference to the Employee Option Agreements between the Company and Messrs. Henderson and Williams, respectively, copies of which are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company’s 2015 annual meeting of stockholders was held on August 5, 2015. The record date for such meeting was June 11, 2015 on which date there were a total of 8,513,473 shares of common stock outstanding and entitled to vote. The following matters were voted upon by the Company’s stockholders at the annual meeting. The numbers of votes cast for, against or withheld as well as the number of abstentions and broker non-votes, for each of these matters are set forth below.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit 10.1 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and William H. Henderson. |
| Exhibit 10.2 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and William H. Henderson. |
| Exhibit 10.3 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and Jeffrey A. Williams. |
| Exhibit 10.4 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and Jeffrey A. Williams. |
No additional business or other matters came before the meeting or any adjournment thereof.
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.
| America’s Car-Mart, Inc. | |||
| Date: August 7, 2015 | /s/ Jeffrey A. Williams | ||
| Jeffrey A. Williams | |||
| Chief Financial Officer and Secretary | |||
| (Principal Financial and Accounting Officer) | |||
Exhibit Index
| Exhibit 10.1 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and William H. Henderson. |
| Exhibit 10.2 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and William H. Henderson. |
| Exhibit 10.3 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and Jeffrey A. Williams. |
| Exhibit 10.4 | Option Agreement for Amended and Restated Stock Option Plan, dated August 5, 2015, between America’s Car-Mart, Inc., an Arkansas corporation, and Jeffrey A. Williams. |
Exhibit 10.1
AMERICA’S CAR-MART, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Employee Option Agreement)
THIS OPTION AGREEMENT (the “ Option Agreement ”) is made effective as of August 5, 2015 (the “ Grant Date ”) between AMERICA’S CAR-MART, INC., a Texas corporation (the “ Company ”), and Jeffrey A. Williams, an employee of the Company (the “ Optionee ”).
In furtherance of the purposes of the America’s Car-Mart Inc. Amended and Restated Stock Option Plan, as it may be hereafter amended (the “ Plan ”), the Company and the Optionee hereby agree as follows:
1. Incorporation of the Plan . The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.
2. Grant and Term of Option . The Company hereby grants to the Optionee pursuant to the Plan the right and option (the “ Option ”) to purchase all or any part of an aggregate of Twenty Thousand (20,000) shares (the “ Shares ”) of the Common Stock of the Company, at an Option Price of Forty Six and 47/100 Dollars ($46.47) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which marks the tenth (10 th ) anniversary of the Grant Date.
3. Vesting and Exercise . The vesting of the Option is subject to the attainment of certain performance conditions based on the Company’s consolidated net income growth during fiscal years 2016 through 2020. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 10% or more, the Option will “cliff” vest in its entirety (20,000 shares) on the date which marks the fifth (5 th ) anniversary of the Grant Date (the “ Vesting Date ”). If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 5% or more but less than 10%, the Option will “cliff” vest as to 10,000 shares on the Vesting Date. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is less than 5%, the Option will be forfeited. For purposes of this Option, “consolidated net income” for a given fiscal year shall mean “Net income” as reported in the Company’s consolidated statement of operations included in the Company’s Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission, except that if on the Vesting Date the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ending April 30, 2020, “consolidated net income” for fiscal year 2020 shall be the Company’s “Net income” as reported in the Company’s public earnings press release for such fiscal year. The Option may be exercised from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.
4. No Employment or Other Rights. Nothing contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except as otherwise expressly provided in the Plan and in the employment agreement between the Optionee and the Company effective as of May 1, 2015, as such agreement may be hereafter amended, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option shall terminate upon termination of the Optionee’s Continuous Service with the Company.
5. Restrictions on Transfer . Except as may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.
6. Amendment . Except as may be otherwise provided in the Plan and certain amendments to the Plan necessary to continue compliance with applicable law, this Option Agreement may be modified, amended or terminated only by the written consent of the parties hereto.
7. Assignment . This Option Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
8. Applicable Law . Except as otherwise provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Arkansas.
IN WITNESS WHEREOF, this Option Agreement has been signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.
AMERICA’S CAR-MART, INC.
___________________________________
Name: William H. Henderson
Title: Chief Executive Officer
OPTIONEE
_____________________________________
Name: Jeffrey A. Williams
Exhibit 10.2
AMERICA’S CAR-MART, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Employee Option Agreement)
THIS OPTION AGREEMENT (the “ Option Agreement ”) is made effective as of August 5, 2015 (the “ Grant Date ”) between AMERICA’S CAR-MART, INC., a Texas corporation (the “ Company ”), and Jeffrey A. Williams, an employee of the Company (the “ Optionee ”).
In furtherance of the purposes of the America’s Car-Mart Inc. Amended and Restated Stock Option Plan, as it may be hereafter amended (the “ Plan ”), the Company and the Optionee hereby agree as follows:
1. Incorporation of the Plan . The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.
2. Grant and Term of Option . The Company hereby grants to the Optionee pursuant to the Plan the right and option (the “ Option ”) to purchase all or any part of an aggregate of Ten Thousand (10,000) shares (the “ Shares ”) of the Common Stock of the Company, at an Option Price of Forty Six and 47/100 Dollars ($46.47) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which marks the tenth (10 th ) anniversary of the Grant Date.
3. Vesting and Exercise . The Option is subject to time-based vesting and will vest in full (10,000 Shares) on April 30, 2020, subject to the Optionee’s Continuous Service with the Company as of the vesting date. The Option may be exercised from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.
4. No Employment or Other Rights. Nothing contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except as otherwise expressly provided in the Plan and in the employment agreement between the Optionee and the Company effective as of May 1, 2015, as such agreement may be hereafter amended, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option shall terminate upon termination of the Optionee’s Continuous Service with the Company.
5. Restrictions on Transfer . Except as may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.
6. Amendment . Except as may be otherwise provided in the Plan and certain amendments to the Plan necessary to continue compliance with applicable law, this Option Agreement may be modified, amended or terminated only by the written consent of the parties hereto.
7. Assignment . This Option Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
8. Applicable Law . Except as otherwise provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Arkansas.
IN WITNESS WHEREOF, this Option Agreement has been signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.
AMERICA’S CAR-MART, INC.
___________________________________
Name: William H. Henderson
Title: Chief Executive Officer
OPTIONEE
_____________________________________
Name: Jeffrey A. Williams
Exhibit 10.3
AMERICA’S CAR-MART, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Employee Option Agreement)
THIS OPTION AGREEMENT (the “ Option Agreement ”) is made effective as of August 5, 2015 (the “ Grant Date ”) between AMERICA’S CAR-MART, INC., a Texas corporation (the “ Company ”), and William H. Henderson, an employee of the Company (the “ Optionee ”).
In furtherance of the purposes of the America’s Car-Mart Inc. Amended and Restated Stock Option Plan, as it may be hereafter amended (the “ Plan ”), the Company and the Optionee hereby agree as follows:
1. Incorporation of the Plan . The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.
2. Grant and Term of Option . The Company hereby grants to the Optionee pursuant to the Plan the right and option (the “ Option ”) to purchase all or any part of an aggregate of Ten Thousand (10,000) shares (the “ Shares ”) of the Common Stock of the Company, at an Option Price of Forty Six and 47/100 Dollars ($46.47) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which marks the tenth (10 th ) anniversary of the Grant Date.
3. Vesting and Exercise . The Option is subject to time-based vesting and will vest in full (10,000 Shares) on April 30, 2020, subject to the Optionee’s Continuous Service with the Company as of the vesting date. The Option may be exercised from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.
4. No Employment or Other Rights. Nothing contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except as otherwise expressly provided in the Plan and in the employment agreement between the Optionee and the Company effective as of May 1, 2015, as such agreement may be hereafter amended, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option shall terminate upon termination of the Optionee’s Continuous Service with the Company.
5. Restrictions on Transfer . Except as may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.
6. Amendment . Except as may be otherwise provided in the Plan and certain amendments to the Plan necessary to continue compliance with applicable law, this Option Agreement may be modified, amended or terminated only by the written consent of the parties hereto.
7. Assignment . This Option Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
8. Applicable Law . Except as otherwise provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Arkansas.
IN WITNESS WHEREOF, this Option Agreement has been signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.
AMERICA’S CAR-MART, INC.
___________________________________
Name: Jeffrey A. Williams
Title: Chief Financial Officer
Vice President, Finance
OPTIONEE
_____________________________________
Name: William H. Henderson
Exhibit 10.4
AMERICA’S CAR-MART, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Employee Option Agreement)
THIS OPTION AGREEMENT (the “ Option Agreement ”) is made effective as of August 5, 2015 (the “ Grant Date ”) between AMERICA’S CAR-MART, INC., a Texas corporation (the “ Company ”), and William H. Henderson, an employee of the Company (the “ Optionee ”).
In furtherance of the purposes of the America’s Car-Mart Inc. Amended and Restated Stock Option Plan, as it may be hereafter amended (the “ Plan ”), the Company and the Optionee hereby agree as follows:
1. Incorporation of the Plan . The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.
2. Grant and Term of Option . The Company hereby grants to the Optionee pursuant to the Plan the right and option (the “ Option ”) to purchase all or any part of an aggregate of Twenty Thousand (20,000) shares (the “ Shares ”) of the Common Stock of the Company, at an Option Price of Forty Six and 47/100 Dollars ($46.47) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which marks the tenth (10 th ) anniversary of the Grant Date.
3. Vesting and Exercise . The vesting of the Option is subject to the attainment of certain performance conditions based on the Company’s consolidated net income growth during fiscal years 2016 through 2020. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 10% or more, the Option will “cliff” vest in its entirety (20,000 shares) on the date which marks the fifth (5 th ) anniversary of the Grant Date (the “ Vesting Date ”). If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 5% or more but less than 10%, the Option will “cliff” vest as to 10,000 shares on the Vesting Date. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is less than 5%, the Option will be forfeited. The Option may be exercised from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.
4. No Employment or Other Rights. Nothing contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except as otherwise expressly provided in the Plan and in the employment agreement between the Optionee and the Company effective as of May 1, 2015, as such agreement may be hereafter amended, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option shall terminate upon termination of the Optionee’s Continuous Service with the Company.
5. Restrictions on Transfer . Except as may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.
6. Amendment . Except as may be otherwise provided in the Plan and certain amendments to the Plan necessary to continue compliance with applicable law, this Option Agreement may be modified, amended or terminated only by the written consent of the parties hereto.
7. Assignment . This Option Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
8. Applicable Law . Except as otherwise provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Arkansas.
IN WITNESS WHEREOF, this Option Agreement has been signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.
AMERICA’S CAR-MART, INC.
___________________________________
Name: Jeffrey A. Williams
Title: Chief Financial Officer
Vice President, Finance
OPTIONEE
_____________________________________
Name: William H. Henderson