Form 8-K - Current report

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 27, 2023

American Outdoor Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39366	84-4630928
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 North Route Z, Suite A
Columbia, Missouri		65202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 338-9585

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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 $0.001 per Share	AOUT	The Nasdaq Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 27, 2023, we held our 2023 Annual Meeting of Stockholders, or the Annual Meeting, to consider and vote upon the following proposals: (1) to elect Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki to serve until their successors are elected and qualified at the 2024 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, 2024; and (3) to approve the stockholder proposal on the adoption of simple majority voting requirements.

The following directors were elected at the annual meeting:


Director	Votes For		Votes Withheld		Broker Non- Votes
Bradley T. Favreau		8,306,826		239,887	2,480,577
Gregory J. Gluchowski, Jr.		8,210,660		336,053	2,480,577
Luis G. Marconi		8,312,035		234,678	2,480,577
Barry M. Monheit		8,184,054		362,659	2,480,577
I. Marie Wadecki		8,203,113		343,600	2,480,577

Our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending April 30, 2024. The voting results were as follows:


	Votes For	Votes Against	Abstentions	Broker Non- Votes
Ratification of Grant Thornton LLP as independent registered public accountants	10,968,300	47,015	11,975		—

For the approval of the stockholder proposal on the adoption of simple majority voting requirements, the voting results were as follows:


	Votes For	Votes Against	Abstentions	Broker Non- Votes
Approval of the stockholder proposal on the adoption of simple majority voting requirements	8,492,616	43,493	10,604		2,480,577

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits.
Exhibit
Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			AMERICAN OUTDOOR BRANDS, INC.

Date:	September 29, 2023	By:	/s/ H. Andrew Fulmer
			H. Andrew Fulmer Executive Vice President, Chief Financial Officer, and Treasurer

Document And Entity Information	Sep. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 27, 2023
Entity Registrant Name	American Outdoor Brands, Inc.
Entity Central Index Key	0001808997
Entity Emerging Growth Company	true
Securities Act File Number	001-39366
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4630928
Entity Address, Address Line One	1800 North Route Z, Suite A
Entity Address, City or Town	Columbia
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65202
City Area Code	(800)
Local Phone Number	338-9585
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	true
Title of 12(b) Security	Common Stock, Par Value $0.001 per Share
Trading Symbol	AOUT
Security Exchange Name	NASDAQ