0001014108-19-000189.txt : 20191226 0001014108-19-000189.hdr.sgml : 20191226 20191226121434 ACCESSION NUMBER: 0001014108-19-000189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191223 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20191226 DATE AS OF CHANGE: 20191226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCON DISTRIBUTING CO CENTRAL INDEX KEY: 0000928465 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 470702918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15589 FILM NUMBER: 191309757 BUSINESS ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 BUSINESS PHONE: 4023313727 MAIL ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 8-K 1 adc-form8k_dec232019.htm FORM 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):  December 23, 2019
AMCON DUSTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)

 Delaware
1-15589
47-0702918
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 
7405 Irvington Road, Omaha NE 68122
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: 402-331-3727 
 
 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 (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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
DIT
NYSE American



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:
•
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;
•
The ratification and approval of the selection of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year;
•
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
•
An advisory vote on whether future advisory votes on executive officer compensation should occur every 3 years, every 2 years or every 1 year.
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:
Name
Votes in Favor
Votes Withheld
Christopher H. Atayan
432,683
9,957
Raymond F. Bentele
430,727
11,913

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:
Class I Directors (term to expire at the annual meeting following our 2021 fiscal year)
Jeremy W. Hobbs
Stanley Mayer
Class III Directors (term to expire at the annual meeting following our 2020 fiscal year)
Andrew C. Plummer
John R. Loyack
Timothy R. Pestotnik





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:
 
Votes in Favor
Votes Against
Votes Abstaining
Ratification and approval of the selection of RSM US LLP
486,039
110
326
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:
 
Votes in Favor
Votes Against
Votes Abstaining
Advisory approval of executive compensation
420,018
22,509
113
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:
 
Votes for 3 Years
Votes for 2 Years
Votes for 1 Year
Votes Abstaining
Frequency of executive compensation votes
396,343
1,165
44,997
135
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
  
       
Dated: December 23, 2019
By:
/s/ Andrew C. Plummer
  
    Andrew C. Plummer
  
    President & Chief Financial Officer