8-K 1 a19-10250_18k.htm 8-K

 

 

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): May 15, 2019

 


 

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

001-37908

 

81-1737145

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

250 Parkway Drive, Suite 270
Lincolnshire, IL 60069

 

60069

(Address of Principal Executive Offices)

 

(Zip Code)

 

(847) 808-3000

(Registrant’s telephone number, including area code)

 

Not applicable

(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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o      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

Class A Common Stock,
$0.01 par value per share

 

CWH

 

New York Stock Exchange

 

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 o

 

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. o

 

 

 


 

Item 5.07.             Submission of Matters to a Vote of Security Holders

 

On May 15, 2019, Camping World Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. Total votes eligible to be cast at the meeting as of the March 22, 2019 record date were 109,958,646, of which 106,813,134 votes were cast in person or by proxy at the meeting, consisting of approximately 97.1% of the total votes eligible to be cast. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2019.

 

Proposal 1 — Election of three Class III directors to serve until the annual meeting of stockholders in 2022 and until their respective successors shall have been duly elected and qualified.

 

NOMINEE

 

Votes FOR

 

Votes
WITHHELD

 

Broker Non-Votes

 

Brian P. Cassidy

 

91,651,799

 

6,763,653

 

8,397,682

 

Marcus A. Lemonis

 

92,654,527

 

5,760,925

 

8,397,682

 

Michael W. Malone

 

97,811,690

 

603,762

 

8,397,682

 

 

Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Votes FOR

 

Votes
AGAINST

 

Votes
ABSTAINED

 

Broker Non-Votes

 

106,638,738

 

108,303

 

66,093

 

0

 

 

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

Votes FOR

 

Votes
AGAINST

 

Votes
ABSTAINED

 

Broker Non-Votes

 

97,759,245

 

594,962

 

61,245

 

8,397,682

 

 

Based on the foregoing votes, Brian P. Cassidy, Marcus A. Lemonis, and Michael W. Malone were elected as Class III directors, and Proposals 2 and 3 were approved.

 

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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.

 

 

CAMPING WORLD HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Melvin L. Flanigan

 

Name:

Melvin L. Flanigan

 

Title:

Chief Financial Officer and Secretary

 

Date: May 20, 2019

 

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