esca20230510_8k.htm
false
0000033488
0000033488
2023-05-10
2023-05-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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May 10, 2023
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ESCALADE, INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
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Indiana
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(State or Other Jurisdiction of Incorporation)
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0-6966
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13-2739290
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(Commission File Number)
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(IRS Employer Identification No.)
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817 Maxwell Avenue, Evansville, Indiana
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47711
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(Address of Principal Executive Offices)
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(Zip Code)
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(812) 467-1358
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of Exchange on which registered
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Common Stock, No Par Value
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ESCA
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security Holders
On May 10, 2023, Escalade, Incorporated (“Escalade” or the “Company”) held its Annual Meeting of Stockholders for which Escalade’s Board of Directors (the “Board”) solicited proxies. At the Annual Meeting, the stockholders voted on the election of directors, the appointment of the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year and the approval, by non-binding vote, of the compensation of named executive officers.
In the election of directors, as described in the Company’s proxy statement relating to the Annual Meeting, the nominees presented for election include current directors, Richard F. Baalmann, Jr., Katherine F. Franklin, Walter P. Glazer, Jr., Patrick J. Griffin, Anita Sehgal, and Edward E. Williams. Each individual elected will serve a one year term, expiring at the 2024 Annual Meeting or until their successors are elected and qualified. The results of the voting in the election of directors are as follows:
| Number of Votes |
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Director Nominee
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FOR
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WITHHELD
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Richard F. Baalmann, Jr.
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6,883,165
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180,614
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Katherine F. Franklin
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6,858,428
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205,351
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Walter P. Glazer, Jr.
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7,004,211
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59,568
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Patrick J. Griffin
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6,916,627
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147,152
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Anita Sehgal
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6,885,958
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177,821
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Edward E. Williams
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6,873,562
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190,217
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Therefore, Messrs. Baalmann, Glazer, Griffin, and Williams and Mses. Franklin and Sehgal were elected to the Board. There were 5,275,812 broker non-votes with respect to the election of each of the nominees.
As to the appointment of the firm, FORVIS, LLP, to serve as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year, the Company’s stockholders ratified such appointment by a vote of 12,305,930 shares FOR, 26,032 shares AGAINST, and 7,629 shares ABSTAINED, with no broker non-votes. Therefore, the appointment of FORVIS, LLP was approved.
As to the approval, by non-binding vote, of the compensation of our named executive officers the Company’s stockholders ratified by a vote of 6,302,966 shares FOR, 714,351 shares AGAINST, and 46,462 shares ABSTAINED. There were 5,275,812 broker non-votes. Therefore, the compensation for our named executive officers was approved, by non-binding vote.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to achieve its business objectives, especially with respect to its Sporting Goods business on which it has chosen to focus; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing and to maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security of privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission. Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 10, 2023 |
ESCALADE, INCORPORATED
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By: /s/ STEPHEN R. WAWRIN
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Stephen R. Wawrin, Vice President and Chief Financial Officer |