American Outdoor Brands Files 8-K

TL;DR

AOBC filed an 8-K on 11/25/24 covering shareholder votes and financials.

AI Summary

American Outdoor Brands, Inc. filed an 8-K on November 25, 2024, reporting on matters submitted to a vote of security holders and financial statements. The company, incorporated in Delaware, is headquartered in Columbia, Missouri.

Why It Matters

This filing provides updates on corporate actions and financial reporting, which are crucial for investors to understand the company's current status and governance.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate events and financial statements, not indicating any immediate operational or financial distress.

Key Numbers

• 001-39366 — SEC File Number (Identifies the company's filing with the SEC)
• 84-4630928 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• American Outdoor Brands, Inc. (company) — Registrant
• November 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Columbia, Missouri (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

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

Filing Documents

• aout-20241125.htm (8-K) — 99KB
• aout-ex3_1.htm (EX-3.1) — 12KB
• aout-ex3_2.htm (EX-3.2) — 205KB
• 0000950170-24-132289.txt ( ) — 467KB
• aout-20241125.xsd (EX-101.SCH) — 25KB
• aout-20241125_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. Amendments to the Certificate of Incorporation: As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of American Outdoor Brands, Inc. (the "Company") held November 25, 2024 (the "2024 Annual Meeting"), stockholders approved certain amendments to the Company's Amended and Restated Certificate of Incorporation in order to eliminate supermajority vote provisions for amending the Company's Certificate of Incorporation and Bylaws (the "Approved Certificate Amendments"). These Approved Certificate Amendments were previously approved by the Board, subject to stockholder approval, and became effective upon the filing of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on November 27, 2024. Additional details of the Approved Certificate Amendments are included in the Company's definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 11, 2024. A copy of the Certificate of Amendment of Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation. Amendments to the Bylaws: As disclosed in Item 5.07 below, at the 2024 Annual Meeting stockholders approved certain amendments to the Company's Amended and Restated Bylaws in order to eliminate supermajority vote provisions for amending the Company's Bylaws (the "Approved Bylaws Amendments"). These Approved Bylaws Amendments, along with other administrative changes, were previously approved by the Board, subject to stockholder approval, and became effective immediately upon the filing of th

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 25, 2024, we held our 2024 Annual Meeting to consider and vote upon the following proposals: (1) to elect Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy to serve until their successors are elected and qualified at the 2025 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal; (2) to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2025; and (3) to adopt amendments to our certificate of incorporation to eliminate the supermajority voting requirements. The following directors were elected at the annual meeting: Director Votes For Votes Against Abstentions Broker Non- Votes Bradley T. Favreau 8,166,370 879,721 12,613 1,727,750 Mary E. Gallagher 7,849,101 1,197,199 12,404 1,727,750 Gregory J. Gluchowski, Jr. 8,033,155 1,012,774 12,775 1,727,750 Luis G. Marconi 8,315,700 730,215 12,789 1,727,750 Barry M. Monheit 7,683,055 1,362,905 12,744 1,727,750 Brian D. Murphy 8,988,499 57,384 12,821 1,727,750 Our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending April 30, 2025. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes Ratification of Grant Thornton LLP as independent registered public accountants 10,696,585 74,419 15,450 — Our stockholders approved the adoption of amendments to our certificate of incorporation to eliminate the supermajority voting requirements. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes Approval of the adoption of simple majority voting requirements 8,70

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of American Outdoor Brands, Inc. 3.2 Fourth 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 hereunto duly authorized. AMERICAN OUTDOOR BRANDS, INC. Date: December 2, 2024 By: /s/ H. Andrew Fulmer H. Andrew Fulmer Executive Vice President, Chief Financial Officer, and Treasurer