Current Report Filing (8-k)
April 12 2019 - 4:07PM
Edgar (US Regulatory)
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
Date of report (Date of earliest event reported): April 8, 2019
American Outdoor Brands Corporation
(Exact Name of Registrant as Specified in Charter)
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Nevada
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001-31552
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87-0543688
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2100 Roosevelt Avenue
Springfield, Massachusetts
(Address of Principal Executive Offices) (Zip Code)
(800)
331-0852
(Registrants 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):
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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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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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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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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
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 8, 2019, the Board of Directors of American Outdoor Brands Corporation, a Nevada corporation (the Company), approved
and adopted amendments to the Companys Amended and Restated Bylaws (the Bylaws) to implement proxy access. The Bylaws became effective immediately.
The proxy access provisions in the Bylaws are set forth in Article II, Section 9. These provisions allow for an eligible stockholder, or
an eligible group of no more than 20 stockholders, owning at least 3% of the Companys outstanding shares continuously for at least three years prior to the date of the nomination and through the annual meeting date, to nominate and require the
Company to include in its proxy materials for an annual meeting of stockholders qualifying director candidates constituting the greater of (i) two and (ii) 20% of the number of directors then in office, provided that the stockholder(s) and the
nominee(s) satisfy the eligibility and procedural requirements further described in Article II, Section 9 of the Bylaws.
The
additional eligibility and procedural requirements set forth in Article II, Section 9 of the Bylaws include a requirement that a proxy access nomination notice must be delivered to the Company not later than the close of business on the 120th
day nor earlier than the 150th day prior to the first anniversary of the date of the Companys proxy statement for the preceding years annual meeting of stockholders. Article II, Section 9 of the Bylaws also includes specified
requirements that all nominees for directors and nominating stockholder(s) provide certain information, representations and agreements to the Company in order to be eligible to nominate, or to serve as a director.
In addition to certain conforming, clarifying and technical changes made to the Bylaws in connection with implementing proxy
access, the Bylaws also include amendments to Article II, Section 7 which requires each stockholder nominating a person for election as a director pursuant to the advance notice provisions of Article II, Section 7 and each nominee
for director to provide certain information and to make certain representations and agreements as further provided therein.
The foregoing
summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 CORPORATION,
a Nevada corporation
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Dated: April 12, 2019
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By:
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/s/
Jeffrey D. Buchanan
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Jeffrey D. Buchanan
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Executive Vice President, Chief Financial Officer,
Chief Administrative Officer, and Treasurer
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