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): December 23, 2019
| AMCON DUSTRIBUTING COMPANY |
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(Exact name of registrant as specified in its charter)
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Delaware
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1-15589
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47-0702918
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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7405 Irvington Road, Omaha
NE 68122
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(Address of principal executive offices and zip code)
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Registrant’s telephone number, including area code: 402-331-3727
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| Not Applicable |
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(Former name or former address, if changed since last report)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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DIT
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NYSE American
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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 5.07 Submission of Matters to a Vote of Security Holders.
AMCON Distributing Company held its annual meeting of stockholders on Monday, December 23, 2019, at which meeting our stockholders voted upon the following matters:
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•
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The election of two Class II directors to hold office for a three-year term expiring at our annual meeting of stockholders following our
2022 fiscal year, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal;
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•
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The ratification and approval of the selection of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year;
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•
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The advisory approval of the compensation of our executives disclosed in the proxy statement for this annual meeting pursuant to the compensation disclosure
rules of the Securities and Exchange Commission; and
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•
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An advisory vote on whether future advisory votes on executive officer compensation should occur every 3 years, every 2 years or every 1 year.
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Election of Directors
At the annual meeting, Christopher H. Atayan and Raymond F. Bentele each was elected as a Class II director. The following is a summary of the votes cast at the annual meeting
with respect to the election of directors:
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Name
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Votes in Favor
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Votes Withheld
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Christopher H. Atayan
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432,683
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9,957
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Raymond F. Bentele
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430,727
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11,913
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There were 43,835 broker non-votes with respect to this matter.
In addition to the two Class II directors elected at the annual meeting, the persons continuing their term of office as members of our board of directors are:
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Class I Directors (term to expire at the annual meeting following our 2021 fiscal year)
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Jeremy W. Hobbs
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Stanley Mayer
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Class III Directors (term to expire at the annual meeting following our 2020 fiscal year)
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Andrew C. Plummer
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John R. Loyack
Timothy R. Pestotnik
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Ratification and Approval of Independent Registered Public Accounting Firm
At the annual meeting, the selection of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year was ratified and approved. The following is a
summary of the votes cast at the annual meeting with respect to this matter:
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Votes in Favor
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Votes Against
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Votes Abstaining
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Ratification and approval of the selection of RSM US LLP
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486,039
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110
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326
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There were no broker
non-votes with respect to this matter.
Advisory Approval of Executive Compensation
At the annual meeting, stockholders provided advisory approval of the compensation of our executives disclosed in the proxy statement for the annual meeting pursuant to the
compensation disclosure rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the annual meeting with respect to this matter:
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Votes in Favor
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Votes Against
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Votes Abstaining
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Advisory approval of executive compensation
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420,018
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22,509
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113
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There were 43,835 broker non-votes with respect to this matter.
Frequency of Executive Compensation Votes
At the annual meeting, stockholders provided advisory approval for holding future advisory votes on executive compensation every 3 years. The following is a summary of the votes
cast at the annual meeting with respect to this matter:
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Votes for 3 Years
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Votes for 2 Years
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Votes for 1 Year
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Votes Abstaining
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Frequency of executive compensation votes
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396,343
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1,165
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44,997
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135
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There were 43,835 broker non-votes with respect to this matter.
Additional information regarding the matters voted on at the annual meeting is contained in our proxy statement dated November 18, 2019.
Item 8.01 Other Events.
* * *
On December 23, 2019, the board of directors of AMCON Distributing Company authorized the repurchase of up to 75,000 shares of our Company's common stock in any combination of open market or
privately negotiated transactions. This share repurchase authorization replaces the
authorization previously provided by the board of directors for the repurchase of shares, which was terminated.
Under this share repurchase authorization, our Company may repurchase shares from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market
conditions, legal requirements and other considerations. It is anticipated that any repurchases under this authorization would be funded from cash on hand and available borrowings under our Company's existing revolving credit facility. Our
Company is not obligated to repurchase any specific number of shares and this share repurchase authorization may be suspended, modified or terminated at any time without prior notice.
* * *
SIGNATURE
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.
| AMCON DISTRIBUTING COMPANY |
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Dated: December 23, 2019
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By:
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/s/ Andrew C. Plummer |
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| Andrew C. Plummer |
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| President & Chief Financial Officer |
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