spwh_Current_Folio_8K

 

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): June 3, 2020

 

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


 

Delaware

001-36401

39-1975614

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

1475 West 9000 South, Suite A
West Jordan, Utah

84088

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (801) 566-6681

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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):

 

 

 

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 June 3, 2020, Sportsman’s Warehouse Holdings, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meetings”). 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 17, 2020. 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 two individuals below to serve as Class III directors until the Company’s 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

Votes For

Votes Against

Abstentions

Broker Non-Votes

Greg Hickey

32,184,232

558,906

155,273

3,515,694

Jon Barker

32,323,811

431,552

143,048

3,515,694

 

 

Proposal 2: 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 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

36,027,967

237,855

148,283

0

 

 

 

 

 

 

 

 

 

 

Proposal 3: Approval, on an advisory basis, of the Company’s named executive officer compensation.

The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation.

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

32,223,310

521,178

153,923

3,515,694

 

 

 

 

 

 

 

Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on the Company’s named executive officer compensation.

The Company’s stockholders approved, on an advisory basis, a 1 year frequency for future advisory votes on the Company’s named executive officer compensation.

 

 

 

 

 

 

 

 

 

 

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

30,941,192

1,016,343

770,791

170,085

3,515,694

 

After considering the results of the advisory vote on the frequency of future advisory votes on the Company’s named executive officer compensation at the Annual Meeting, the Company’s Board of Directors determined that the Company will hold an advisory vote on named executive compensation annually until the next required vote on the frequency of such votes.

 

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.

 

 

 

 

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

 

 

 

By:

/s/ Robert K. Julian

 

Name:

Robert K. Julian

 

Title:

Secretary and Chief Financial Officer

 

Date: June 5, 2020