AMENDMENT NO. 1 TO THE PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 29, 2018
EXPLANATORY NOTE
The following information
supplements and amends the definitive proxy statement (the “Proxy Statement”) of America’s Car-Mart, Inc. (the
“Company”) originally filed with the Securities and Exchange Commission (“SEC”) on July 18, 2018, in connection
with the solicitation of proxies by the Company’s Board of Directors for use at the Company’s 2018 Annual Meeting of
Stockholders or any adjournment(s) thereof. The Annual Meeting will be held at our offices located at 802 Southeast Plaza
Ave., Suite 200, Bentonville, Arkansas 72712 on Wednesday, August 29, 2018 at 10:00 a.m. local time.
This Amendment No.
1 to the Proxy Statement (this “Amendment”) is being filed in order to correct and supplement certain disclosures in
the “Executive Compensation” section of the Proxy Statement, as originally filed with the SEC on July 18, 2018, to
reflect the named executive officers’ earned or possible non-equity incentive plan compensation for fiscal year 2018, which
was inadvertently omitted from the Summary Compensation Table, the Grants of Plan-Based Awards table and the computation of the
total compensation and pay ratio under the Chief Executive Officer Pay Ratio. No other changes have been made to the Proxy Statement,
and this Amendment has not been updated to reflect events occurring subsequent to the filing of the Proxy Statement. If you have
already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you
would like to change or revoke your prior vote on any proposal, please refer to the Proxy Statement for instructions on how to
do so. Capitalized terms used in this Amendment and not otherwise defined have the meaning given to such terms in the Proxy Statement.
THE PROXY STATEMENT CONTAINS IMPORTANT
INFORMATION AND THIS AMENDMENT AND THE INFORMATION SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
CHANGE TO PROXY STATEMENT
The subsections entitled
“Summary Compensation Table for Fiscal Years 2018, 2017, and 2016,” “Grants of Plan-Based Awards during Fiscal
Year 2018,” and “Chief Executive Officer Pay Ratio” on pages 30, 31 and 39, respectively, of the Proxy Statement
are amended in their entirety as follows:
Summary Compensation Table for Fiscal Years 2018, 2017, and
2016
The following table
provides certain information concerning compensation earned for services rendered in all capacities by our named executive officers
during the fiscal years ended April 30, 2018, 2017 and 2016.
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
1
($)
|
Option
Awards
1
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension Value and Nonqualified
Deferred Compensation Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jeffrey A. Williams,
President, Chief
Executive Officer
|
2018
2017
2016
|
$401,609
$367,290
$367,290
|
-
-
-
|
-
-
-
|
-
-
$464,520
|
$79,800
2
-
-
|
-
-
-
|
$36,399
3
$33,198
$30,805
|
$517,808
$400,488
$862,615
|
William H. Henderson,
Former Chief
Executive Officer
4
|
2018
2017
2016
|
$328,274
5
$466,400
5
$466,400
5
|
$1,100,000
6
-
-
|
-
-
-
|
-
-
$464,520
|
-
-
-
|
-
-
-
|
$45,080
7
$34,409
$35,011
|
$1,473,354
$500,809
$965,931
|
Vickie D. Judy,
Chief Financial
Officer, Secretary
|
2018
|
$165,577
|
-
|
$504,500
|
-
|
-
|
-
|
$12,155
8
|
$682,232
|
_________________
1
In accordance with SEC rules, the amounts shown reflect grant date fair value of the
awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation.
Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K:
Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on June 13, 2018 for the relevant assumptions
used to determine the valuation of our option awards. Performance based awards are reflected assuming the performance criteria
are met and awards become 100% vested.
2
Consists of an annual cash incentive bonus earned in accordance with Mr. Williams’
employment agreement.
3
For fiscal 2018, Mr. Williams’ all other compensation included - $3,600 for use
of company automobile, $3,760 for club dues, $5,603 for matching contributions to our 401(k) plan, $576 for insurance premiums,
$620 for Christmas bonus and $22,240 for premiums paid under our executive health insurance plan.
4
Mr. Henderson retired from his position of Chief Executive Officer on December 31, 2017
and began serving as a consultant to senior management of the Company effective January 1, 2018. He continues to serve on the
Company’s board of directors. Mr. Williams assumed the role of Chief Executive Officer and Ms. Judy assumed the role of
Chief Financial Officer effective January 1, 2018.
5
Mr. Henderson deferred $269,185, $284,863 and $324,686 of his salary for fiscal years
2018, 2017 and 2016, respectively, under our nonqualified deferred compensation plan.
6
Consists of a special one-time retirement bonus paid in accordance with Mr. Henderson’s
Retirement Agreement.
7
For fiscal 2018, Mr. Henderson’s all other compensation included - $7,750 for
use of company automobile, $595 for matching contributions to our 401(k) plan, $576 for insurance premiums, $1,050 for Christmas
bonus, $13,776 for premiums paid under our executive health insurance plan, and in accordance with Mr. Henderson’s Retirement
Agreement he received $13,333 in fees earned for board services and $8,000 for consulting services.
8
For fiscal 2018, Ms. Judy’s all other compensation included - $1,033 for use of
company automobile, $3,315 for matching contributions to our 401(k) plan, $240 for insurance premiums, $570 for Christmas bonus,
and $6,996 for premiums paid under our executive health insurance plan.
Our named executive
officers are entitled to all benefits generally made available to our employees, including the eligibility to participate in our
401(k) plan. Our 401(k) plan is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Code. In general,
all of our employees who are at least 21 years of age are eligible to participate in our 401(k) plan immediately upon hire. Our
401(k) plan includes a salary deferral arrangement pursuant to which the participants may contribute up to the maximum amount permitted
by the Code. We may make both matching and additional contributions, subject to certain Code limitations, at the discretion of
our board of directors. A separate account is maintained for each participant in our 401(k) plan. The portion of a participant’s
account attributable to his or her own contributions is 100% vested. Distributions from our 401(k) plan may be made in the form
of a lump sum cash payment or, for required minimum distribution, in installment payments.
Grants of Plan-Based Awards during Fiscal Year 2018
The following table
provides certain information concerning the grants of plan-based awards for each named executive officer during fiscal year 2018.
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock Awards:
Number of Shares of Stocks or Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Exercise or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
1
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Jeffrey A. Williams
|
|
$40,200
2
|
$60,000
2
|
$79,800
2
|
|
|
|
|
|
|
|
William H. Henderson
|
|
$46,900
2
|
$70,000
2
|
$93,100
2
|
|
|
|
|
|
|
|
Vickie D. Judy
|
05/22/2017
|
|
|
|
|
|
|
500
|
|
|
$17,500
|
03/01/2018
|
|
|
|
|
|
|
10,000
|
|
|
$487,000
|
_________________
1
In accordance with SEC rules, the amounts shown reflect grant date fair value of the
awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation.
2
These amounts represent the threshold, target and maximum amounts of possible cash incentive
bonus payments to the named executive officer for fiscal 2018 based upon attainment of our projected fully diluted GAAP earnings
per share for such fiscal year pursuant to the named executive officer’s employment agreement. See “Employment Agreements”
on pages 31-32 of the Proxy Statement filed with the SEC on July 18, 2018 for additional information regarding these possible
cash incentive bonus payments. The actual cash incentive bonus payments earned, if any, are reported in the Summary Compensation
Table shown on page 2 of this Amendment.
The restricted shares
granted to Ms. Judy on May 22, 2017 will “cliff” vest on the fifth anniversary of the grant date, and the restricted
shares granted to Ms. Judy on March 1, 2018 will “cliff” vest on the tenth anniversary of the grant date. Ms. Judy
will be entitled to receive any dividends issued with respect to these shares during the vesting period.
Chief Executive Officer Pay Ratio
The following information
about the relationship between the compensation of our associates and the compensation of our Chief Executive Officer is provided
in compliance with the requirements of Item 402(u) of Regulation S-K under the Exchange Act (“Item 402(u)”). In fiscal
2018, the estimated median of the annual total compensation of our associates, excluding our current and former Chief Executive
Officers, Mr. Williams and Mr. Henderson, was $43,684. Our Chief Executive Officer’s annual total compensation for fiscal
2018, calculated according to the method described below, was $546,199. The resulting estimated ratio of the annual total compensation
of the Chief Executive Officer to the median of the annual total compensation of all associates was 12.5 to 1.
We took the following
steps in identifying the median of the annual compensation of all our associates. We determined that as of April 30, 2018, we employed
1,690 associates, all located in the United States. This number includes all the individuals determined to be employees for federal
tax purposes during the year, whether full-time, part-time, seasonal, or temporary. We determined the median employee by conducting
a full analysis of this employee population using total pay, which included regular wages, overtime, bonuses, commissions and any
other taxable income.
For full-time associates
that were not employed for the whole year, regular wages were annualized. For part-time associates that were not employed for the
whole year, we calculated the average hours worked per week for each associate, and annualized regular wages based on a 52-week
fiscal year. No adjustments were made for seasonal or temporary associates.
Due to Mr. Williams’
appointment to Chief Executive Officer as of January 1, 2018, we estimated the Chief Executive Officer’s annual compensation
by substituting his annual salary as of April 30, 2018 ($430,000) in place of his actual regular wages for fiscal 2018. We then
calculated the Chief Executive Officer’s and the median employee’s annual total compensation in accordance with the
requirements of Item 402(c)(2)(x) of Regulation S-K.
The resulting pay ratio
was calculated in a manner consistent with Item 402(u) and we believe it constitutes a reasonable estimate. However, as contemplated
by Item 402(u), we relied on methods and assumptions that we determined to be appropriate for calculating the Company’s pay
ratio. Other public companies will use methods and assumptions that differ from the ones we chose, but are appropriate for their
circumstances. It may therefore be difficult to compare our reported pay ratio to pay ratios reported by other companies.
********
Important Notice Regarding the Availability
of Proxy Materials for the
2018 Annual Meeting of Stockholders to
be Held August 29, 2018
The 2018 Annual Report, this Amendment
No. 1, the Proxy Statement, and proxy card
of America’s Car-Mart, Inc. are
available at
www.onlineproxyvote.com/CRMT.
4