Attached files
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EX-3.1 - EX-3.1 - ARCTIC CAT INC | d774304dex31.htm |
EX-3.2 - EX-3.2 - ARCTIC CAT INC | d774304dex32.htm |
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): August 7, 2014
ARCTIC CAT INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota | 0-18607 | 41-1443470 | ||
(State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
of Incorporation) | File Number) | Identification No.) |
505 Hwy 169 North, Suite 1000 | ||
Plymouth, Minnesota | 55441 | |
(Address of Principal Executive Offices) | (Zip Code) |
(763) 354-1800
(Registrants telephone number, including area code)
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:
¨ | 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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 7, 2014, at the annual meeting of shareholders (the Annual Meeting) of Arctic Cat Inc. (the Company), the Companys shareholders approved an amendment to the Companys Restated Articles of Incorporation to establish majority voting for the election of directors in uncontested elections. In order to reflect the adoption of the majority voting standard for uncontested director elections, the Board of Directors approved conforming changes to the Companys Amended and Restated Bylaws, specifically eliminating the plurality voting standard that was articulated in Article II, Section 6 (the Bylaws Amendment). A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on August 7, 2014. The votes cast with respect to each item of business properly presented at the Annual Meeting are as follows:
Proposal No. 1The shareholders elected the nominees to the Board of Directors for a three-year term.
For | Withheld | Broker Non- Vote |
||||||||||
Tony J. Christianson |
10,502,310 | 482,680 | 863,664 | |||||||||
D. Christian Koch |
10,510,966 | 474,024 | 863,664 | |||||||||
Kenneth J. Roering |
8,862,060 | 2,122,930 | 863,664 |
Proposal No. 2The shareholders approved the amendment to the Companys Restated Articles of Incorporation to provide that directors will be elected by a majority vote in uncontested elections.
For |
10,926,561 | |||
Against |
36,034 | |||
Abstain |
22,395 | |||
Broker Non-Vote |
863,664 |
Proposal No. 3The shareholders ratified the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for fiscal year 2015.
For |
11,075,553 | |||
Against |
740,445 | |||
Abstain |
32,656 | |||
Broker Non-Vote |
N/A |
Proposal No. 4The shareholders approved the named executive compensation on a non-binding, advisory basis.
For |
10,726,567 | |||
Against |
200,356 | |||
Abstain |
58,067 | |||
Broker Non-Vote |
863,664 |
Item 8.01. Other Events.
As presented above in Item 5.07 and incorporated herein by reference, at the Annual Meeting, the Companys shareholders approved an amendment to the Companys Restated Articles of Incorporation to implement majority voting for the election of directors in uncontested elections. On August 8, 2014, the Company effected such action by filing Articles of Amendment with the Minnesota Secretary of State (the Amendment). Upon filing the Amendment, the Board implemented conforming changes to the Companys Amended and Restated Bylaws, as noted in Item 5.03 above. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item. 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 | Articles of Amendment of Restated Articles of Incorporation of Arctic Cat Inc. | |
3.2 | Amendment to the Amended and Restated Bylaws of Arctic Cat Inc. |
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.
ARCTIC CAT INC. | ||||||
Dated: August 11, 2014 | By: | /s/ Timothy C. Delmore | ||||
Timothy C. Delmore | ||||||
Chief Financial Officer |
ARCTIC CAT INC.
FORM 8-K CURRENT REPORT
INDEX TO EXHIBITS
Exhibit No. |
Description | |
3.1 | Articles of Amendment of Restated Articles of Incorporation of Arctic Cat Inc. | |
3.2 | Amendment to the Amended and Restated Bylaws of Arctic Cat Inc. |