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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): August 29, 2023

 

 

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

 

Texas 0-14939 63-0851141
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.)

 

1805 North 2nd Street, Suite 401, Rogers, Arkansas 72756

(Address of principal executive offices, including zip code)

 

(479) 464-9944

(Registrant’s 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:

 

☐ 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 $0.01 per share CRMT 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.07Submission of Matters to a Vote of Security Holders

 

The 2023 annual meeting of stockholders of America’s Car-Mart, Inc. (the “Company”) was held on August 29, 2023. The record date for such meeting was July 6, 2023 on which date there were a total of 6,561,737 shares of common stock outstanding and entitled to vote. The following matters were voted upon by the Company’s stockholders at the annual meeting. The numbers of votes cast for, against or withheld as well as the number of abstentions and broker non-votes, for each of these matters are set forth below.

 

1.  To elect directors for a term of one year:    
    Votes For  

Votes

Against

  

Votes

Abstained

  

Broker

Non-Votes

Ann G. Bordelon   4,721,450   17,578   2,975   1,123,405
Julia K. Davis   4,721,366   17,662   2,975   1,123,405
Daniel J. Englander   4,654,815   83,442   3,746   1,123,405
William H. Henderson   4,718,627   19,123   4,253   1,123,405
Dawn C. Morris   4,709,139   29,896   2,968   1,123,405
Joshua G. Welch   4,714,525   23,732   3,746   1,123,405
Jeffrey A. Williams   4,719,280   18,977   3,746   1,123,405

 

2.  To approve an advisory resolution regarding the Company's compensation of its named executive officers.

Votes For   4,646,118            
Votes Against   65,399            
Votes Abstained   30,486            
Broker Non-Votes   1,123,405            

 

3.  To approve an advisory resolution to determine the frequency with which the stockholders will consider and approve an advisory vote on the Company's compensation of its named executive officers.

Every Year   4,576,669            
Two Years   632            
Three Years   136,609            
Votes Abstained   28,093            
Broker Non-Votes   1,123,405            

 

4.  To ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2024.

Votes For   5,809,115            
Votes Against   28,157            
Votes Abstained   28,136            
Broker Non-Votes   0            

 

No additional business or other matters came before the meeting or any adjournment thereof.

 

After consideration of the stockholder vote regarding the frequency of stockholder advisory votes on executive officer compensation, our Board of Directors has determined that the Company shall hold future stockholder advisory votes on named executive officer compensation every year until the next vote on frequency, which will be no later than the Company’s annual meeting of stockholders in 2029.

 

 

 

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.

 

 

  America’s Car-Mart, Inc.  
     
Date:  September 1, 2023 /s/ Vickie D. Judy  
  Vickie D. Judy
  Chief Financial Officer
  (Principal Financial Officer)

 

 

 

 

 

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Aug. 29, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Aug. 29, 2023
Entity File Number 0-14939
Entity Registrant Name AMERICA’S CAR-MART, INC.
Entity Central Index Key 0000799850
Entity Tax Identification Number 63-0851141
Entity Incorporation, State or Country Code TX
Entity Address, Address Line One 1805 North 2nd
Entity Address, Address Line Two Street
Entity Address, Address Line Three Suite 401
Entity Address, City or Town Rogers
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72756
City Area Code (479)
Local Phone Number 464-9944
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CRMT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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