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 07, 2023 |
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-36401 | 39-1975614 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1475 West 9000 South Suite A |
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West Jordan, Utah |
| 84088 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 801 566-6681 |
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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, $.01 par value |
| SPWH |
| The Nasdaq Stock Market LLC |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
Sportsman’s Warehouse Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2023. As further described below, at the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to declassify the Company’s Board of Directors (the “Board of Directors”) and remove obsolete provisions. The Amended and Restated Certificate had previously been approved by the Board of Directors, subject to stockholder approval, and became effective upon filing with the Secretary of State of the State of Delaware on June 7, 2023.
Pursuant to the terms of the Amended and Restated Certificate, the declassification of the Board of Directors will be phased in over a three-year period, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2023 (the “Proxy Statement”). The directors elected at the Annual Meeting were elected for a three-year term and the Company’s continuing directors will be elected for one-year terms as their present terms expire. Therefore, beginning with the Company’s annual meeting of stockholders in 2026, all directors will stand for election at each annual meeting of stockholders for a one-year term expiring at the next annual meeting of stockholders, to serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.
In addition, the Amended and Restated Certificate (i) provides that the Company’s directors will be removable by stockholders with or without cause from and after the Company’s annual meeting of stockholders in 2026; and (ii) deletes certain obsolete provisions in the Amended and Restated Certificate relating to the prior equity ownership of the Company’s former equity sponsor, Seidler Equity Partners III, L.P. and its affiliates.
Amendment to Bylaws
On June 7, 2023, the Board of Directors approved, effective immediately following the effectiveness of the filing of the Amended and Restated Certificate, an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”).
The Second Amended and Restated Bylaws include the following principal amendments to the Company’s prior bylaws:
The foregoing descriptions are summaries of the changes effected by the adoption of the Amended and Restated Certificate and the Second Amended and Restated Bylaws, which are qualified in their entirety by reference to the Amended and Restated Certificate filed as Exhibit 3.1 hereto and the Second Amended and Restated Bylaws filed as Exhibit 3.2 hereto, respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, at the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders are provided below.
Proposal 1: The Company’s stockholders elected the two individuals below to serve as Class III directors until the Company’s annual meeting of stockholders in 2026 and until their respective successors are duly elected and qualified.
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Gregory P. Hickey |
| 20,267,019 |
| 8,004,826 |
| 8,745 |
| 1,835,507 |
Nancy A. Walsh |
| 20,416,468 |
| 7,855,043 |
| 9,079 |
| 1,835,507 |
Proposal 2: The Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate to declassify the Company’s Board of Directors and remove obsolete provisions.
For | Against | Abstain | Broker Non-Votes | |||
28,115,153 |
| 155,095 |
| 10,342 |
| 1,835,507 |
Proposal 3: The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
For | Against | Abstain | Broker Non-Votes | ||||
27,029,649 |
| 2,972,259 |
| 114,189 |
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Proposal 4: The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation.
For | Against | Abstain | Broker Non-Votes | ||||
19,183,270 |
| 8,873,353 |
| 223,967 |
| 1,835,507 |
The Company regularly engages with its stockholders regarding matters relating to the Company. In the coming months, the Company intends to conduct additional outreach to its stockholders regarding the outcome of the stockholder advisory vote on compensation of the Company’s named executive officers for the 2022 fiscal year. The Board of Directors and the Compensation Committee value the opinions expressed by the Company’s stockholders and will consider the outcome of the advisory vote on the compensation of the Company’s named executive officers, as well as feedback obtained through stockholder engagement efforts, in making future decisions regarding executive compensation matters.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
| Description | ||||||
3.1 |
| Amended and Restated Certificate of Incorporation of Sportsman’s Warehouse Holdings, Inc. | ||||||
3.2 | Second Amended and Restated Bylaws of Sportsman’s Warehouse Holdings, Inc. | |||||||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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Date: | June 8, 2023 | By: | /s/ Jeff White |
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| Jeff White, Secretary and Chief Financial Officer |