Current Report Filing (8-k)

AMERICAN OUTDOOR BRANDS CORPORATION

Date: September 27, 2019

/s/ Jeffrey D. Buchanan

Jeffrey D. Buchanan

Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

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): September 24, 2019

American Outdoor Brands Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada

001-31552

87-0543688

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

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):

☐	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

Common Stock, Par Value $.001 per Share

AOBC

Nasdaq Global Market Select

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 September 24, 2019, we held our annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to provide a non-binding, advisory vote on the compensation of our named executive officers for fiscal 2018 (“say-on-pay”); (3) to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2020; and (4) to vote on a stockholder proposal requesting that we adopt a human rights policy.

The following directors were elected at the annual meeting:


Director	Votes For		Votes Withheld		Broker Non-Votes
Barry M. Monheit		33,156,249		2,158,201		13,197,391
Robert L. Scott		33,616,300		1,698,150		13,197,391
Anita D. Britt		34,486,371		828,079		13,197,391
P. James Debney		34,410,762		903,688		13,197,391
John B. Furman		32,739,288		2,575,162		13,197,391
Gregory J. Gluchowski, Jr.		34,011,737		1,302,713		13,197,391
Michael F. Golden		33,327,449		1,987,001		13,197,391
Mitchell A. Saltz		33,374,914		1,939,536		13,197,391
I. Marie Wadecki		32,924,484		2,389,966		13,197,391

Our stockholders did not approve, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Say-on-pay proposal		13,002,948		22,122,786		188,716		13,197,391

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2020. The voting results were as follows:


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of Deloitte & Touche LLP as independent registered public accountants		47,748,560		587,267		174,241		—

Our stockholders did not approve a stockholder proposal requesting that we adopt a human rights policy. The voting results were as follows:


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Stockholder proposal		11,090,183		19,524,627		4,699,640		13,197,391

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.