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):
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).
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 13, 2020, 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 2020 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 Baalmann, Jr., Patrick Griffin, David Fetherman, Edward Williams, and Walter Glazer, Jr., and new nominee, Katherine F.
Franklin. Each individual elected will serve a one year term, expiring at the 2021 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
|
Director Nominee
|
For
|
Withheld
|
|
|
|
Walter P. Glazer, Jr.
|
5,929,573
|
186,321
|
Katherine F. Franklin
|
5,875,918
|
239,976
|
Edward E. Williams
|
5,770,040
|
345,854
|
Richard F. Baalmann, Jr.
|
5,733,628
|
382,266
|
David L. Fetherman
|
4,933,009
|
1,182,885
|
Patrick J. Griffin
|
5,054,218
|
1,061,676
|
Therefore, Messrs. Glazer, Williams, Baalmann, Fetherman, and
Griffin and Ms. Franklin were elected to the Board. There were 5,630,957 broker non-votes with respect to the election of each
of the nominees.
As to the appointment of the firm, BKD,
LLP, to serve as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year, the
Company’s stockholders ratified such appointment by a vote of 11,208,809 shares FOR, 107,864 shares AGAINST, and 430,178
shares ABSTAINED, with no broker non-votes. Therefore, the appointment of BKD, 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 5,504,081 shares FOR,
159,260 shares AGAINST, and 452,553 shares ABSTAINED. There were 5,630,957 broker non-votes. Therefore, the compensation for our
named executive officers was approved, by non-binding vote.
Item 5.02 – Departure of Directors
or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed by Escalade in its
proxy statement for its 2020 Annual Meeting of Stockholders, Escalade’s Board and Mr. Fetherman, Escalade’s recently
retired Chief Executive Officer, agreed that if Escalade’s new Chief Executive Officer commenced employment prior to the
Annual Meeting, then Mr. Fetherman would retire from the Board immediately following his re-election at the Annual Meeting. The
proxy statement also stated that the Board intended to appoint the new Chief Executive Officer to fill the vacancy that would be
created by Mr. Fetherman’s retirement from the Board.
Scott Sincerbeaux commenced employment as
Escalade’s Chief Executive Officer on April 27, 2020. Therefore, on May 13, 2020, Mr. Fetherman retired from the Board immediately
following the conclusion of Escalade’s Annual Meeting, and the newly elected Board then met in its regularly scheduled meeting
and appointed Mr. Sincerbeaux as a director of the Company to fill that vacancy.
Also as previously disclosed by Escalade
in its Form 8-K filed on April 1, 2020, Mr. Sincerbeaux, age 52, joined Escalade from Wolverine World Wide, Inc. (NYSE: WWW), a
leading marketer and licensor of branded casual, active lifestyle, work, outdoor sport, athletic, children’s and uniform
footwear and apparel, where he held several positions including President of Direct to Consumer, President of Global Retail, and
President of The Stride Rite Children’s Group. Prior to joining Wolverine in November 2015, Mr. Sincerbeaux served as Vice
President, North America Retail for Godiva Chocolatier from August 2013 to November 2015. Before joining Godiva Chocolatier, Mr.
Sincerbeaux held sales and direct-to-consumer management roles at Bare Escentuals, Crabtree & Evelyn, and ECCO.
There is no arrangement or understanding
between Mr. Sincerbeaux and any other person pursuant to which Mr. Sincerbeaux was hired as the Company’s Chief Executive
Officer and President, nor as to his appointment to the Board. Mr. Sincerbeaux has no family relationship with any executive officer
or director of Escalade. Mr. Sincerbeaux has not been involved in any related party transaction with Escalade, nor does he have
a direct or indirect material interest in any of Escalade’s existing or currently proposed transactions. Mr. Sincerbeaux
will not be a member of any of the Escalade Board’s Committees, as those Committees are comprised solely of independent directors.
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;
Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential related
effects and consequences; 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;
the 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; fluctuation in operating results; changes in foreign currency exchange rates; changes
in the securities markets; 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; risks related to data security of privacy breaches; 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.