UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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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.
Amendments to the Certificate of Incorporation:
As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of American Outdoor Brands, Inc. (the “Company”) held November 25, 2024 (the “2024 Annual Meeting”), stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation in order to eliminate supermajority vote provisions for amending the Company’s Certificate of Incorporation and Bylaws (the “Approved Certificate Amendments”).
These Approved Certificate Amendments were previously approved by the Board, subject to stockholder approval, and became effective upon the filing of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on November 27, 2024. Additional details of the Approved Certificate Amendments are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 11, 2024.
A copy of the Certificate of Amendment of Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation.
Amendments to the Bylaws:
As disclosed in Item 5.07 below, at the 2024 Annual Meeting stockholders approved certain amendments to the Company’s Amended and Restated Bylaws in order to eliminate supermajority vote provisions for amending the Company’s Bylaws (the “Approved Bylaws Amendments”).
These Approved Bylaws Amendments, along with other administrative changes, were previously approved by the Board, subject to stockholder approval, and became effective immediately upon the filing of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on November 27, 2024. Additional details of the Approved Bylaws Amendments are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 11, 2024.
A copy of the Fourth Amended and Restated Bylaws, which incorporates the Approved Bylaws Amendments, is included as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Bylaws.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 25, 2024, we held our 2024 Annual Meeting to consider and vote upon the following proposals: (1) to elect Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy to serve until their successors are elected and qualified at the 2025 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal; (2) to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2025; and (3) to adopt amendments to our certificate of incorporation to eliminate the supermajority voting requirements.
The following directors were elected at the annual meeting:
Director |
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Votes For |
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Votes Against |
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Abstentions |
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Broker |
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Bradley T. Favreau |
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8,166,370 |
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879,721 |
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12,613 |
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1,727,750 |
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Mary E. Gallagher |
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7,849,101 |
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1,197,199 |
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12,404 |
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1,727,750 |
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Gregory J. Gluchowski, Jr. |
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8,033,155 |
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1,012,774 |
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12,775 |
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1,727,750 |
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Luis G. Marconi |
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8,315,700 |
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730,215 |
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12,789 |
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1,727,750 |
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Barry M. Monheit |
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7,683,055 |
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1,362,905 |
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12,744 |
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1,727,750 |
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Brian D. Murphy |
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8,988,499 |
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57,384 |
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12,821 |
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1,727,750 |
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Our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending April 30, 2025. The voting results were as follows:
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Votes |
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Votes |
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Abstentions |
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Broker |
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Ratification of Grant Thornton LLP as independent registered public accountants |
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10,696,585 |
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74,419 |
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15,450 |
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Our stockholders approved the adoption of amendments to our certificate of incorporation to eliminate the supermajority voting requirements. The voting results were as follows:
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Votes |
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Votes |
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Abstentions |
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Broker |
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Approval of the adoption of simple majority voting requirements |
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8,705,733 |
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342,037 |
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10,934 |
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1,727,750 |
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Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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Exhibit |
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Number |
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Description |
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3.1 |
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3.2 |
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Fourth Amended and Restated Bylaws of American Outdoor Brands, Inc. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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AMERICAN OUTDOOR BRANDS, INC. |
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Date: |
December 2, 2024 |
By: |
/s/ H. Andrew Fulmer |
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H. Andrew Fulmer |