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 Act of 1934


Date of Report (Date of earliest event reported) December 22, 2022
 
 
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
 

Delaware
  
1-15589
  
47-0702918
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
         

7405 Irvington Road, Omaha NE 68122
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: 402-331-3727
 
Not Applicable
(Former name or former address, if changed since last report)

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 CFO 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, $0.01 par value
DIT
NYSE American

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.

AMCON Distributing Company (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on Thursday, December 22, 2022, at which Annual Meeting the Company’s stockholders voted  upon the following matters:

•
The election of six members of the Company’s board of directors;

•
The ratification and approval of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year; and

•
The advisory approval of the compensation of our executives disclosed in the proxy statement for this Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

Election of Directors

At the Annual Meeting, Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer each was elected as a director. The following is a summary of the votes cast at the Annual Meeting with respect to the election of directors:

Name
  
Votes in Favor
  
Votes Withheld
Christopher H. Atayan
  
531,812
  
540
Jeremy W. Hobbs
  
531,811
  
541
John R. Loyack
  
522,380
  
9,972
Stanley Mayer
  
531,519
  
833
Timothy R. Pestotnik
  
513,500
  
18,852
Andrew C. Plummer
  
531,525
  
827

There were 41,358 broker non-votes with respect to this matter.

Ratification and Approval of Independent Registered Public Accounting Firm

At the Annual Meeting, the selection of RSM US LLP as the Company's independent registered public accounting firm for the Company's 2023 fiscal year was ratified and approved. The following is a summary of the votes cast at the Annual Meeting with respect to this matter:

   
Votes in Favor
  
Votes Against
  
Votes Abstaining
Ratification and approval of the selection of RSM US LLP
  
573,101
  
107
  
502

There were no broker non-votes with respect to this matter.

Advisory Approval of Executive Compensation

At the Annual Meeting, stockholders provided advisory approval of the compensation of our executives disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the Annual Meeting with respect to this matter:

   
Votes in Favor
  
Votes Against
  
Votes Abstaining
Advisory approval of executive compensation
  
500,695
  
31,523
  
134

There were 41,358 broker non-votes with respect to this matter.

Item 8.01
Other Events.

On December 22, 2022, the Company's board of directors declared a cash dividend of $5.00 per common share. This cash dividend is payable on January 13, 2023 to shareholders of record as of January 3, 2023. A press release announcing the dividend is set forth in Exhibit 99.1 of this report.

Item 9.01
Financial Statements and Exhibits.

EXHIBIT NO. DESCRIPTION


99.1


104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY


(Registrant)






Date: December 22, 2022
/s/ Charles J. Schmaderer                         




Name:
 Charles J. Schmaderer

Title:
 Vice President, Chief Financial Officer and Secretary

Exhibit 99.1

AMCON Distributing Company Announces $5.00 Special Dividend

OMAHA, Neb.--(BUSINESS WIRE)--December 22, 2022--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska-based consumer products company, is pleased to announce that the Board of Directors of AMCON declared a special cash dividend of $5.00 per common share. This cash dividend is payable on January 13, 2023 to shareholders of record as of January 3, 2023.

AMCON is a leading Convenience Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products with distribution centers in Illinois, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia (operated by its Team Sledd, LLC subsidiary). AMCON, through its Healthy Edge Retail Group, also operates nineteen (19) health and natural product retail stores in the Midwest and Florida.

This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.

Visit AMCON Distributing Company's web site at: www.amcon.com

Contacts

Charles J. Schmaderer
AMCON Distributing Company
Ph 402-331-3727