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): May 16, 2017

 


 

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

001-37908

 

81-1737145

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

250 Parkway Drive, Suite 270
Lincolnshire, IL 60069

 

60069

(Address of Principal Executive Offices)

 

(Zip Code)

 

(847) 808-3000

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 5.07.             Submission of Matters to a Vote of Security Holders

 

On May 16, 2017, Camping World Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. Total votes outstanding as of the March 23, 2017 record date was 93,526,323, of which 92,887,674 votes were cast in person or by proxy at the meeting, consisting of approximately 99.3% of the total votes outstanding as of the record date. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2017.

 

Proposal 1 — Election of three Class I directors to serve until the annual meeting of stockholders in 2020 and until their respective successors shall have been duly elected and qualified.

 

NOMINEE

 

Votes FOR

 

Votes
WITHHELD

 

Broker Non-Votes

 

Stephen Adams

 

84,764,189

 

6,696,136

 

1,427,349

 

Mary J. George

 

91,064,519

 

395,806

 

1,427,349

 

K. Dillon Schickli

 

86,275,369

 

5,184,956

 

1,427,349

 

 

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

Votes FOR

 

Votes
AGAINST

 

Votes
ABSTAINED

 

Broker Non-Votes

 

92,857,644

 

12,139

 

17,891

 

0

 

 

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

Votes FOR

 

Votes
AGAINST

 

Votes 
ABSTAINED

 

Broker Non-Votes

 

91,349,861

 

103,375

 

7,089

 

1,427,349

 

 

Proposal 4 — Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Votes for 1
Year

 

Votes for 2
Years

 

Votes for 3
Years

 

Votes ABSTAINED

 

Broker Non-Votes

 

90,587,150

 

11,523

 

852,309

 

9,343

 

1,427,349

 

 

Based on the foregoing votes, Stephen Adams, Mary J. George, and K. Dillon Schickli were elected as Class I directors, and Proposals 2 and 3 were approved.  For Proposal 4, based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.

 

2



 

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.

 

 

CAMPING WORLD HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Thomas F. Wolfe

 

Name:

Thomas F. Wolfe

 

Title:

Chief Financial Officer and Secretary

 

Date: May 22, 2017

 

3