UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 29, 2019
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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001-36401 |
39-1975614 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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7035 South High Tech Drive |
84047 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (801) 566-6681
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $.01 par value |
SPWH |
The Nasdaq Stock Market LLC |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 May 29, 2019, Sportsman’s Warehouse Holdings, Inc. (the “Company”) held its 2019 annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2019. The final voting results for the matters submitted to a vote of stockholders are provided below.
Proposal 1: Election of Directors
The Company’s stockholders elected the individuals below to serve as Class II directors until the Company’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified.
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Martha Bejar |
31,565,495 |
949,048 |
5,448,495 |
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Richard McBee |
31,823,729 |
690,814 |
5,448,495 |
Proposal 2: Approval of the Sportsman’s Warehouse Holdings, Inc. 2019 Performance Incentive Plan
The Company’s stockholders approved the Sportsman’s Warehouse Holdings, Inc. 2019 Performance Incentive Plan.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Vote |
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28,351,235 |
4,146,168 |
17,140 |
5,448,495 |
Proposal 3: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2019.
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Votes For |
Votes Against |
Abstentions |
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37,440,345 |
516,670 |
6,023 |
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.
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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. |
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By: |
/s/ Robert K. Julian |
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Name: |
Robert K. Julian |
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Title: |
Secretary and Chief Financial Officer |
Date: June 3, 2019