AMCON Sets Dec. 18 Annual Meeting for Director Elections, Comp Votes

TL;DR

**DIT's annual meeting is a routine governance check, but keep an eye on executive compensation votes for any shareholder dissent.**

AI Summary

AMCON Distributing Company (DIT) is holding its annual meeting on December 18, 2025, to elect six directors, ratify RSM US LLP as its independent auditor for fiscal year 2026, and conduct advisory votes on executive compensation and its frequency. The board recommends voting 'FOR' all director nominees, 'FOR' the ratification of RSM US LLP, 'FOR' the advisory approval of executive compensation, and 'FOR' holding future advisory votes on executive compensation every 'THREE YEARS'. As of the November 4, 2025 record date, there were 650,709 shares of common stock issued and outstanding, each entitled to one vote. The company's annual report on Form 10-K for fiscal year 2025 was filed with the SEC on November 7, 2025, outlining operations. Christopher H. Atayan, CEO and Chairman, has served since 2006 and 2008 respectively, and is contractually entitled to nominate one board member due to his prior Series B Convertible Preferred Stock holdings and current ownership of at least 5% of common stock. The board consists of six members, with four, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, and Timothy R. Pestotnik, satisfying NYSE American independence requirements.

Why It Matters

This DEF 14A filing outlines AMCON's governance structure and key proposals for its upcoming annual meeting, directly impacting investor confidence and strategic direction. The election of six directors, including CEO Christopher H. Atayan and President Andrew C. Plummer, will shape future operational and financial decisions. Ratification of RSM US LLP as auditor ensures continued financial oversight, while the advisory vote on executive compensation provides a direct channel for shareholders to influence management incentives. In a competitive distribution landscape, strong governance and clear executive accountability are crucial for AMCON to maintain its market position and drive shareholder value.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the annual meeting, including director elections and auditor ratification. There are no indications of significant operational, financial, or strategic risks disclosed within this proxy statement. The proposals are standard for an annual meeting, and the board's recommendations are aligned with typical corporate practices.

Analyst Insight

Investors should review the full proxy statement, particularly the compensation disclosures, to ensure alignment with their investment thesis. While the board recommends voting 'FOR' all proposals, shareholders should actively cast their votes on the election of directors and the advisory votes on executive compensation and its frequency to assert their governance influence.

Key Numbers

• 650,709 — Shares of common stock outstanding (As of the November 4, 2025 record date, each entitled to one vote.)
• 6 — Number of directors to be elected (To hold office until the next annual meeting.)
• 2025-11-04 — Record Date (Stockholders as of this date are entitled to vote.)
• 2025-12-18 — Annual Meeting Date (Meeting to be held at 10:00 a.m. local time.)
• 2025-11-07 — Form 10-K Filing Date (Annual report for fiscal year 2025 filed with the SEC.)
• 1 — Frequency of executive compensation vote recommended by board (The board recommends 'THREE YEARS' for future advisory votes on executive compensation.)
• 4 — Independent directors (Messrs. Hobbs, Loyack, Mayer, and Pestotnik satisfy NYSE American independence requirements.)
• 65 — Age of Christopher H. Atayan (CEO, Chairman, and Director since 2004.)
• 51 — Age of Andrew C. Plummer (President, COO, and Director since 2018.)
• 80 — Age of Stanley Mayer (Director since 2002.)

Key Players & Entities

• AMCON Distributing Company (company) — Registrant
• RSM US LLP (company) — Independent registered public accounting firm
• Christopher H. Atayan (person) — Chief Executive Officer, Chairman, Director
• Jeremy W. Hobbs (person) — Director, retired Executive Director of Western Wind Foundation
• John R. Loyack (person) — Director
• Stanley Mayer (person) — Director
• Timothy R. Pestotnik (person) — Director
• Andrew C. Plummer (person) — President, Chief Operating Officer, Director
• Charles J. Schmaderer (person) — Secretary
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

AMCON Distributing Company operates in the wholesale distribution of consumer products. This sector is characterized by established players and requires efficient logistics and strong supplier relationships. Trends include adapting to e-commerce channels and managing inventory effectively to meet diverse customer demands across various retail segments.

Regulatory Implications

As a publicly traded company, AMCON Distributing Company is subject to SEC regulations, including timely filing of financial reports and adherence to proxy solicitation rules. The company must also comply with stock exchange listing requirements, such as those for director independence, to maintain its listing.

What Investors Should Do

1. Review the proxy statement and annual report (Form 10-K) for detailed information on director nominees, executive compensation, and company performance for fiscal year 2025 before voting.
2. Vote 'FOR' all director nominees to ensure the board is composed of individuals recommended by the current board.
3. Vote 'FOR' the ratification of RSM US LLP as the independent auditor for fiscal year 2026 to maintain audit integrity.
4. Vote 'FOR' the advisory approval of executive compensation and 'THREE YEARS' for the frequency of future advisory votes, aligning with the board's recommendations.
5. Ensure your vote is submitted by the deadline, either by proxy or in person at the annual meeting on December 18, 2025, to ensure your voice is heard.

Key Dates

• 2025-11-04: Record Date for Annual Meeting — Establishes the list of stockholders entitled to vote at the December 18, 2025 meeting.
• 2025-11-07: Form 10-K Filing Date — The company filed its annual report for fiscal year 2025, providing operational and financial details.
• 2025-11-18: Mailing Date of Proxy Materials — Stockholders began receiving the notice of annual meeting and proxy materials.
• 2025-12-18: Annual Meeting of Stockholders — Key decisions will be made regarding director elections, auditor ratification, and executive compensation votes.

Glossary

DEF 14A

A Schedule 14A filing, also known as a definitive proxy statement, is a document filed with the SEC by companies that are soliciting shareholder votes. (This document contains the information shareholders need to vote on matters at the annual meeting, including director elections and executive compensation.)

Record Date

The specific date used to determine which shareholders are eligible to receive proxy materials and vote at a shareholder meeting. (Only shareholders who owned stock as of November 4, 2025, are entitled to vote at the December 18, 2025 annual meeting.)

Proxy

A document or instruction authorizing another person to act as one's agent or proxy in voting shares. (Shareholders can vote by proxy if they cannot attend the annual meeting, ensuring their vote is counted.)

Street Name

Shares of a company's stock that are held by a broker or other nominee on behalf of the beneficial owner. (Shareholders holding stock in street name receive voting instructions from their broker and direct how their shares are voted.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of all outstanding shares must be present or represented by proxy to meet the quorum requirement for the annual meeting.)

Plurality

A voting system where the candidate or candidates with the most votes are elected, even if they do not receive a majority of the votes. (Directors are elected by a plurality of votes cast, meaning the six nominees with the most 'FOR' votes will be elected.)

Advisory Vote

A non-binding vote by shareholders on a particular resolution, such as executive compensation. (Shareholders will have an advisory vote on executive compensation and the frequency of future advisory votes.)

Year-Over-Year Comparison

This filing pertains to the annual meeting on December 18, 2025, and the proxy materials were first sent on November 18, 2025. The previous year's filing would have been for the December 2024 meeting. Specific comparative financial metrics and risk factor updates from the prior year's filing are not detailed within this proxy statement itself, which focuses on the upcoming meeting's agenda and proposals.

Key Financial Figures

• $0.01 — ing are the shares of our common stock, $0.01 par value. Each issued and outstanding

Filing Documents

• tm2529725d1_def14a.htm (DEF 14A) — 487KB
• tm2529725d1_def14aimg001.jpg (GRAPHIC) — 8KB
• tm2529725d1_def14aimg002.jpg (GRAPHIC) — 67KB
• tm2529725d1_def14aimg003.jpg (GRAPHIC) — 57KB
• tm2529725d1_def14aimg010.jpg (GRAPHIC) — 110KB
• tm2529725d1_def14aimg011.jpg (GRAPHIC) — 176KB
• 0001104659-25-113655.txt ( ) — 2195KB
• dit-20250930.xsd (EX-101.SCH) — 10KB
• dit-20250930_def.xml (EX-101.DEF) — 4KB
• dit-20250930_lab.xml (EX-101.LAB) — 38KB
• dit-20250930_pre.xml (EX-101.PRE) — 3KB
• tm2529725d1_def14a_htm.xml (XML) — 130KB

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS What am I voting on? One of the purposes of this annual meeting is to elect directors to serve on our board of directors for the upcoming year. You will be asked to consider six nominees for election to our board of directors to serve for one-year terms until our next annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal. What is the structure of our board and how often are directors elected? Our board of directors consists of six persons. Our board of directors has nominated six directors for election to serve until next year's annual meeting. Our Restated Certificate of Incorporation, as amended, provides for a declassified board structure, with directors serving one-year terms that expire at the next annual meeting of stockholders following their election, and until their respective successors are duly elected and qualified (or until their respective earlier resignation or removal). Accordingly, the present terms of each current director, Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer expire at this annual meeting. Our board of directors has determined that Messrs. Hobbs, Loyack, Mayer and Pestotnik each satisfies the independence requirements of the NYSE American. Who are this year's nominees? The nominating and corporate governance committee of our board of directors has designated Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer as the nominees proposed for election at the annual meeting. Unless authority to vote for the nominees or a particular nominee is withheld, it is intended that the shares represented by properly executed proxies in the form enclosed will be voted for the election as directors of these nominees. Each of the nominees currently serves on our board. The following tabl

: SELECTION OF INDEPENDENT REGISTERED

ITEM 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM What am I voting on? We are asking stockholders to ratify and approve the selection of RSM US LLP as our independent registered public accounting firm for our 2026 fiscal year. The selection of R

View Full Filing

View this DEF 14A filing on SEC EDGAR