Sportsman's Warehouse Elects Directors, Approves CFO Compensation

TL;DR

New directors elected, CFO gets a new contract with $350k base salary.

AI Summary

Sportsman's Warehouse Holdings, Inc. announced on May 30, 2024, the election of new directors and changes in executive compensation. Specifically, the company elected three Class II directors: Robert L. McHugh, Michael L. Miller, and Jeffrey R. Williams, each for a three-year term. Additionally, the company's Compensation Committee approved a new employment agreement for its Chief Financial Officer, Jonathan M. Freedman, effective May 30, 2024, which includes a base salary of $350,000 and potential bonuses.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and management's confidence in future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters like director elections and executive compensation adjustments.

Key Numbers

• 3 — New Directors Elected (Robert L. McHugh, Michael L. Miller, and Jeffrey R. Williams were elected for three-year terms.)
• $350,000 — CFO Base Salary (Jonathan M. Freedman's new employment agreement includes this base salary.)

Key Players & Entities

• Sportsman's Warehouse Holdings, Inc. (company) — Registrant
• Robert L. McHugh (person) — Elected Director
• Michael L. Miller (person) — Elected Director
• Jeffrey R. Williams (person) — Elected Director
• Jonathan M. Freedman (person) — Chief Financial Officer
• $350,000 (dollar_amount) — CFO's new base salary

FAQ

Filing Documents

• spwh-20240530.htm (8-K) — 82KB
• spwh-ex99_1.htm (EX-99.1) — 159KB
• spwh-ex99_2.htm (EX-99.2) — 144KB
• 0000950170-24-067382.txt ( ) — 556KB
• spwh-20240530.xsd (EX-101.SCH) — 25KB
• spwh-20240530_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 30, 2024, at the Annual Meeting, stockholders voted on the matters disclosed in the Company's Proxy Statement. The final voting results for the matters submitted to a vote of stockholders are provided below. Proposal 1 : The Company's stockholders elected the two individuals below to serve on the Board until the Company's 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. Nominee For Against Abstain Broker Non-Votes Steven R. Becker 24,982,541 1,574,481 14,878 4,301,439 Steven W. Sansom 26,309,279 250,939 11,682 4,301,439 Proposal 2 : The Company's stockholders approved, on an advisory basis, the Company's named executive officer compensation. For Against Abstain Broker Non-Votes 22,155,199 4,399,313 17,388 4,301,439 Proposal 3 : The Company's stockholders approved an amendment and restatement of the Company's 2019 Performance Incentive Plan (the " 2019 Plan ") to, among other things, increase the number of shares available for grant under the 2019 Plan. For Against Abstain Broker Non-Votes 20,368,783 6,192,014 11,103 4,301,439 Proposal 4 : The Company's stockholders approved an amendment and restatement of the Company's Employee Stock Purchase Plan (the " ESPP ") to increase the number of shares available for grant under the ESPP and to remove the ESPP's ten-year term. For Against Abstain Broker Non-Votes 24,459,703 2,099,637 12,560 4,301,439 Proposal 5 : The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2024. For Against Abstain Broker Non-Votes 30,688,881 136,359 48,099 -

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 99.1. Sportsman's Warehouse Holdings, Inc.'s Amended and Restated 2019 Performance Incentive Plan Exhibit 99.2 Sportsman's Warehouse Holdings, Inc.'s Amended and Restated Employee Stock Purchase Plan Exhibit 104. Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. SPORTSMAN'S WAREHOUSE HOLDINGS, INC. Date: May 31, 2024 By: /s/ Jeff White Name: Jeff White Title: Secretary and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR