CRMT Americas Car Mart Inc

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): January 24, 2024

 

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 24, 2024, America’s Car-Mart, Inc. (the “Company”), through its principal operating subsidiary, America’s Car Mart, Inc., entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Employment Agreement, dated December 19, 2023 and effective as of October 1, 2023, with the Company’s President and CEO, Douglas W. Campbell (the “Agreement”).

 

The Amendment revises the terms of Mr. Campbell’s restricted stock award under the Agreement to be based on the fair market value of the Company’s common stock as of the signing date of Agreement rather than October 1, 2023, and extends the timetable for granting his restricted stock and stock option awards as provided in the Agreement. Under the terms of the Amendment, no later than January 29, 2024, Mr. Campbell will receive an award of restricted shares of common stock with a fair market value of $3.36 million, based on the closing pricing of the Company’s common stock as of the trading day immediately preceding December 19, 2023, and a stock option award representing shares of common stock with a target fair market value of $5.04 million. The restricted shares will vest in three equal annual installments on September 30th in each of the next three years, and the stock options will vest in their entirety on December 19, 2026, subject to certain performance conditions to be determined by the Committee. The Committee has determined that the vesting of the stock options will be based equally on the Company’s four-quarter average return on equity during the period from November 1, 2023 to October 31, 2026, and the 90-day average of the closing price of the Company’s common stock as reported on the Nasdaq Stock Market during the period from December 19, 2023 to December 18, 2026, with the number of options vesting to be within a range of 0% to 150% of the target award determined on a straight-line basis between the threshold and maximum amounts based on the Company’s actual performance achieved for each measure, subject to a threshold level of performance being achieved. The restricted stock and stock option awards were granted by the Company on January 25, 2024.

 

As previously disclosed, under the terms of the Amendment, Mr. Campbell will not be eligible to receive any further long-term equity incentive awards until October 1, 2026. Thereafter, Mr. Campbell will be eligible for additional long-term incentive awards under the Company’s Amended and Restated Stock Option Plan and its Amended and Restated Stock Incentive Plan (and any successor plans) at the discretion of the Committee.

 

The foregoing description of the material terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

	10.1	Amended and Restated Employment Agreement, dated December 19, 2023, between America’s Car Mart, Inc., an Arkansas corporation, and Douglas Campbell (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on December 26, 2023).

	10.2	Amendment No. 1, dated January 24, 2024, to the Amended and Restated Employment Agreement, dated December 19, 2023, between America’s Car Mart, Inc., an Arkansas corporation, and Douglas Campbell.

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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.

 

 

 

		America’s Car-Mart, Inc.
Date:  January 30, 2024		/s/ Vickie D. Judy
		Vickie D. Judy
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

AMENDMENT NO. 1 TO

 

the Amended and Restated Employment Agreement

 

 

 

This Amendment No. 1 to the Amended and Restated Employment Agreement, dated January 24, 2024 (the "Amendment"), is by and between AMERICA’S CAR MART, INC., an Arkansas corporation (the “Company”), and DOUGLAS CAMPBELL (the “Executive”, and together with the Company, the "Parties", and each, a "Party").

 

WHEREAS, the Parties have entered into Amended and Restated Employment Agreement, signed as of December 19, 2023 and effective as of October 1, 2023 (the "Existing Agreement"); and

 

WHEREAS, the Parties desire to amend the Existing Agreement to amend the Compensation provision with respect to Long Term Incentives on the terms and subject to the conditions set forth herein; and

 

WHEREAS, pursuant to Section 26 of the Existing Agreement, the amendment contemplated by the Parties must be contained in a written agreement signed by each Party;

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.                  Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

 

2.                  Amendments to the Existing Agreement. As of the Effective Date (as defined below), Section 4(c) of the Existing Agreement is hereby amended by replacing Section 4(c) in its entirety with the following:

 

(c)       Long-Term Incentives. During the Employment Term, the Executive shall be eligible to participate in the Parent Company’s Amended and Restated Stock Option Plan (the “Option Plan”) and the Parent Company’s Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (and any successor incentive plans thereto) to the extent that the Compensation Committee, in its sole discretion, determines is appropriate. Notwithstanding the foregoing, prior to the third anniversary of the Effective Date, the Executive shall not be eligible to receive any additional long-term incentive awards under the Option Plan or the Incentive Plan (or any successor incentive plans thereto) other than awards already made to the Executive and the awards set forth in this Section 4(c). By no later than January 29, 2024, the Parent Company will grant to the Executive long-term incentive awards with a total target fair market value as of $8,400,000, consisting of the following:

 

(i) Restricted shares of Parent Company Stock, pursuant to the Incentive Plan, having a fair market value of $3,360,000, which shares will vest in three equal annual installments, with the first installment vesting on the day immediately prior to the first anniversary of the Effective Date, the second installment vesting on the day immediately prior to the second anniversary of the Effective Date, and the third installment vesting on the day immediately prior to the third anniversary of the Effective Date, in each case subject to the Executive’s continued employment under this Agreement and subject to the conditions set forth in an applicable award agreement pursuant to Article VI of the Incentive Plan. The number of restricted shares shall be determined based on the per share closing price of the Parent Company Stock as reported on the trading day immediately preceding the Signing Date; and

 

(ii) A non-qualified stock option to purchase shares of Parent Company Stock, pursuant to the Option Plan, having a target fair market value of $5,040,000, which option will vest on the third anniversary of the Signing Date, or as soon as reasonably practicable thereafter, subject to the Executive’s continued employment under this Agreement and subject to the conditions set forth in an applicable award agreement pursuant to the Option Plan, including without limitation the Company’s achievement of certain performance conditions to be determined by the Compensation Committee.

 

3.                  Date of Effectiveness; Limited Effect. This Amendment will become effective on October 1, 2023 (the "Effective Date"). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to "this Agreement," "the Agreement," "hereunder," "hereof," "herein," or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

 

4.                  Miscellaneous.

 

(a)               This Amendment is governed by and construed in accordance with the laws of the State of Arkansas without regard to the conflict of laws provisions of such State.

 

(b)               This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

 

(c)               The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

(d)               This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment.

 

(e)               This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.

 

 

 

 

 

	COMPANY:   America’s Car Mart, Inc., An Arkansas Corporation
	By /s/ Vickie D. Judy               Name: Vickie D. Judy Title: Chief Financial Officer
	EXECUTIVE:
	/s/ Douglas Campbell             Douglas Campbell

 

 

 

3

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Cover	Jan. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 24, 2024
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 Street
Entity Address, Address Line Two	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
Written Communications	false
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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