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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): May 14, 2021

 

 

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware   001-37908   81-1737145
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (847) 808-3000

 

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 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
Class A Common Stock, $0.01 par value per share CWH New York Stock Exchange

 

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 May 14, 2021, Camping World Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. Total votes eligible to be cast at the meeting as of the March 16, 2021 record date were 111,268,669, of which 101,778,748 votes were cast in person or by proxy at the meeting, consisting of approximately 91.47% of the total votes eligible to be cast. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021.

 

Proposal 1 — Election of two Class II directors to serve until the annual meeting of stockholders in 2024 and until their respective successors shall have been duly elected and qualified.

 

NOMINEE  Votes FOR   Votes
WITHHELD
   Broker Non-
Votes
 
Andris A. Baltins   86,313,640    7,652,394    7,812,714 
Brent L. Moody   89,272,683    4,693,351    7,812,714 

 

Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Votes FOR   Votes
AGAINST
   Votes
ABSTAINED
   Broker Non-Votes 
 101,669,265    52,110    57,373    0 

 

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

 

Votes FOR   Votes
AGAINST
   Votes
ABSTAINED
   Broker Non-Votes 
 92,937,696    951,931    76,407    7,812,714 

 

Based on the foregoing votes, Andris A. Baltins and Brent L. Moody were elected as Class II directors, and Proposals 2 and 3 were approved.

 

 

 

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.

 

CAMPING WORLD HOLDINGS, INC.

 

  By: /s/ Karin L. Bell
  Name: Karin L. Bell
  Title: Chief Financial Officer

 

Date: May 17, 2021