8-K 1 f8k_083120.htm FORM 8-K

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 26, 2020

 

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.)

 

1805 North 2nd Street, Suite 401, Rogers, Arkansas 72756

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CRMT NASDAQ Global Select Market

 

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 5.07Submission of Matters to a Vote of Security Holders

 

The 2020 annual meeting of stockholders of America’s Car-Mart, Inc. (the “Company”) was held on August 26, 2020. The record date for such meeting was July 8, 2020 on which date there were a total of 6,824,322 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 
Ann G. Bordelon  5,551,595   103,249   21,100   789,628 
Ray C. Dillon  5,354,025   111,427   210,492   789,628 
Daniel J. Englander  5,534,727   137,965   3,252   789,628 
William H. Henderson  5,597,918   56,895   21,131   789,628 
Joshua G. Welch  5,561,458   111,233   3,253   789,628 
Jeffrey A. Williams  5,629,225   45,539   3,180   789,628 

 

2. To approve an advisory resolution regarding the Company's compensation of its named executive officers.

 

Votes For   4,244,127 
Votes Against   1,409,168 
Votes Abstained   22,649 
Broker Non-Votes   789,628 

 

3. To ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2021.

 

Votes For   6,385,788 
Votes Against   72,386 
Votes Abstained   7,398 
Broker Non-Votes   0 

 

4. 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   5,083,763 
Votes Against   570,613 
Votes Abstained   21,568 
Broker Non-Votes   789,628 

 

No additional business or other matters came before the meeting or any adjournment thereof.

 

Item 8.01Other Matters

 

On August 26, 2020, the Board of Directors of the Company elected Joshua G. Welch as Chairman of the Company’s Board of Directors (the “Board”). Mr. Welch 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. Welch has served as a director since January 2018.

 

 

 

 

Item 9.01Financial Statements and Exhibits

 

(d)        Exhibits

 

Exhibit No. Description of Exhibit
   
10.1

Amended and Restated Stock Option Plan (Incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the SEC on June 23, 2015).

10.2 Amendment to Amended and Restated Stock Option Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2018).
   
10.3 Amendment to Amended and Restated Stock Option Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 31, 2020   /s/ Vickie D. Judy  
    Vickie D. Judy
    Chief Financial Officer
    (Principal Financial Officer)