American Outdoor Brands Amends Charter

TL;DR

AOBC filed 8-K: Charter amendments effective 4/9. Governance changes incoming.

AI Summary

American Outdoor Brands, Inc. filed an 8-K on April 12, 2024, reporting an amendment to its Articles of Incorporation, effective April 9, 2024. This filing details changes to the company's bylaws and charter, impacting its corporate governance structure.

Why It Matters

Changes to a company's articles of incorporation and bylaws can affect shareholder rights, corporate governance, and the company's operational flexibility.

Risk Assessment

Risk Level: low — This filing is a routine corporate governance update and does not involve financial performance or significant strategic shifts.

Key Players & Entities

• American Outdoor Brands, Inc. (company) — Registrant
• April 09, 2024 (date) — Effective date of charter amendment
• April 12, 2024 (date) — Filing date of the 8-K
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 per Share AOUT The Nasdaq Global Se

Filing Documents

• aout-20240409.htm (8-K) — 51KB
• aout-ex3_2a.htm (EX-3.2(A)) — 193KB
• 0000950170-24-044021.txt ( ) — 394KB
• aout-20240409.xsd (EX-101.SCH) — 26KB
• aout-20240409_htm.xml (XML) — 5KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 9, 2024, our Board of Directors, or the Board, approved the adoption of our Third Amended and Restated Bylaws, or the Amended Bylaws, effective as of April 9, 2024, which amend and restate our Amended and Restated Bylaws to enact: Amendments reflecting recent changes to the General Corporation Law of the State of Delaware, or the DGCL, including, without limitation, to: o Clarify certain matters relating to adjournment of meetings of stockholders held by remote communications; o Clarify when shares of the Company's capital stock held by another entity may not be voted or counted for quorum purposes pursuant to Section 160 of the DGCL; o Eliminate the requirement that the stock list be made available at a meeting of the Company's stockholders as permitted by Section 219 of the DGCL; o Clarify that the Company's stockholders, where permitted to act by consent without a meeting by the Company's certificate of incorporation, may consent by "electronic transmission"; and o Simplify the determination of the record date for identifying Company stockholders entitled to notice of stockholder action by consent without a meeting (where permitted by the Company's certificate of incorporation). Amendments reflecting the recently adopted Universal Proxy Rules, including, without limitation, to: o Require a stockholder's nominee for election as director to provide his or her written consent to being named in any proxy statement as a nominee; and o Clarify that a Company stockholder making a nomination of an individual for election to the Company's Board of Directors (a "stockholder nomination") or proposing business to be conducted at an annual meeting of stockholders (a "stockholder business proposal") in accordance with the Company's advance notice bylaws must comply with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the Universal Pr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.2(a) Third Amended and Restated Bylaws of American Outdoor Brands, Inc. 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 thereunto duly authorized. AMERICAN OUTDOOR BRANDS, INC. Date: April 12, 2024 By: /s/ H. Andrew Fulmer H. Andrew Fulmer Executive Vice President, Chief Financial Officer, and Treasurer