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 29, 2018
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §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 |
The 2018 annual meeting of stockholders of America’s Car-Mart, Inc. (the “Company”) was held on August 29, 2018. The record date for such meeting was July 17, 2018 on which date there were a total of 7,082,063 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.
1. To elect directors for a term of one year:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||
| Ray C. Dillon | 5,215,188 | 79,948 | 946 | 1,684,650 | ||||||||||||
| Daniel J. Englander | 5,004,102 | 290,956 | 1,025 | 1,684,650 | ||||||||||||
| William H. Henderson | 5,228,335 | 66,801 | 946 | 1,684,650 | ||||||||||||
| Jim von Gremp | 5,212,988 | 82,149 | 946 | 1,684,650 | ||||||||||||
| Joshua G. Welch | 5,247,687 | 47,450 | 946 | 1,684,650 | ||||||||||||
| Jeffrey A. Williams | 5,228,460 | 66,677 | 946 | 1,684,650 | ||||||||||||
2. To approve an advisory resolution regarding the Company's compensation of its named executive officers.
| Votes For | 5,173,971 | |||
| Votes Against | 15,740 | |||
| Votes Abstained | 106,372 | |||
| Broker Non-Votes | 1,684,649 |
3. To ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2019.
| Votes For | 6,857,173 | |||
| Votes Against | 20,000 | |||
| Votes Abstained | 103,560 | |||
| Broker Non-Votes | 0 |
4. To approve an amendment to the Company’s Amended and Restated Stock Incentive Plan, increasing the number of shares authorized for issuance under the plan by 100,000.
| Votes For | 4,786,168 | |||
| Votes Against | 404,190 | |||
| Votes Abstained | 105,725 | |||
| Broker Non-Votes | 1,684,650 |
5. To approve an amendment to the Company’s Amended and Restated Stock Option Plan, increasing the number of shares authorized for issuance under the plan by 200,000.
| Votes For | 4,736,851 | |||
| Votes Against | 452,882 | |||
| Votes Abstained | 106,350 | |||
| Broker Non-Votes | 1,684,650 |
No additional business or other matters came before the meeting or any adjournment thereof.
| Item 8.01 | Other Matters |
On August 29, 2018, the Board of Directors of the Company elected Ray C. Dillon as Chairman of the Board. Mr. Dillon will receive an additional $10,000 annual retainer to serve as Chairman of the Board. He will continue to serve on the nominating, compliance, audit and compensation committees of the Board. Mr. Dillon served as a director since August 2017.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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: September 4, 2018 | /s/ Vickie D. Judy | |
| Vickie D. Judy | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 10.2
Amendment to Amended and Restated Stock Incentive Plan
AMENDMENT TO AMERICA’S CAR-MART, INC.
Amended and Restated Stock Incentive Plan
Approved August 29, 2018
America’s Car-Mart, Inc., a Texas corporation (the “Company”), hereby amends (the “Amendment”) the America’s Car-Mart, Inc. Amended and Restated Stock Incentive Plan (the “Plan”), as set forth herein.
1. Background Information. The Company originally established the Plan effective as of October 12, 2005 and subsequently amended and restated the Plan effective as of August 5, 2015. Section 9.1 of the Plan provides that the board of directors of the Company may at any time amend the Plan in whole or in part; provided, however, that no amendment that requires stockholder approval will be effective unless such amendment is approved by the requisite vote of stockholders of the Company entitled to vote thereon. The Company wishes to amend the Plan as set forth in this Amendment to increase the number of authorized shares that may be issued under the Plan. The Company submitted this Amendment for approval by the requisite vote of stockholders of the Company entitled to vote thereon at the 2018 annual meeting of stockholders held on August 29, 2018.
2. Amendment to Article IV – Shares Subject to the Plan. Article IV, Section 4.1 of the Plan is hereby amended in its entirety to read as follows:
“4.1 Number of Shares Available. Subject to adjustment as provided in Section 4.3, there is hereby authorized 450,000 Shares for issuance under this Plan (which number includes all shares available for delivery under this Section 4.1 since the establishment of the Plan in 2005).”
IN WITNESS WHEREOF, the undersigned certifies that this Amendment was adopted by the board of directors of the Company at a meeting duly called and held on the 23 rd day of May, 2018, and approved by the stockholders of the Company at the 2018 annual meeting of stockholders duly called and held this 29 th day of August, 2018.
| America’s Car-Mart, Inc. | |
| By: /s/ Vickie D. Judy | |
| Vickie D. Judy | |
| Chief Financial Officer and Secretary |
Exhibit 10.4
Amendment to Amended and Restated Stock Option Plan
AMENDMENT TO AMERICA’S CAR-MART, INC.
Amended and Restated Stock Option Plan
Approved August 29, 2018
America’s Car-Mart, Inc., a Texas corporation (the “Company”), hereby amends (the “Amendment”) the America’s Car-Mart, Inc. Amended and Restated Stock Option Plan (the “Plan”), as set forth herein.
1. Background Information. The Company originally established the Plan effective as of August 27, 2007 and subsequently amended and restated the Plan effective as of August 5, 2015. Section 12 of the Plan provides that the board of directors of the Company may at any time amend the Plan, provided that such amendment is approved by the stockholders of the Corporation if required by applicable law, rule or regulation. The listing rules of the NASDAQ Stock Market require the Company to obtain stockholder approval of any amendment to an equity compensation of the Company that materially increases the number of shares to be issued under such plan. The Company wishes to amend the Plan as set forth in this Amendment to increase the number of authorized shares that may be issued under the Plan. The Company submitted this Amendment for approval by the requisite vote of stockholders of the Company entitled to vote thereon at the 2018 annual meeting of stockholders held on August 29, 2018.
2. Amendment to Section 4 – Shares of Stock Subject to the Plan; Award Limitation. Paragraph (a) of Section 4 of the Plan is hereby amended in its entirety to read as follows:
“(a) The number of shares of Common Stock that may be issued pursuant to Awards shall be two million (2,000,000) shares (which number includes all shares available for delivery under this Section 4(a) since the establishment of the Plan in 2007). Such shares shall be authorized but unissued shares or treasury shares of the Corporation, or shares purchased on the open market or by private purchase.
IN WITNESS WHEREOF, the undersigned certifies that this Amendment was adopted by the board of directors of the Company at a meeting duly called and held on the 23 rd day of May, 2018, and approved by the stockholders of the Company at the 2018 annual meeting of stockholders duly called and held this 29 th day of August, 2018.
| America’s Car-Mart, Inc. | |
| By: /s/ Vickie D. Judy | |
| Vickie D. Judy | |
| Chief Financial Officer and Secretary |