American Outdoor Brands Corporation (NASDAQ:AOBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

American Outdoor Brands Corporation (NASDAQ:AOBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On September19, 2017, our Board of Directors appointed Deana L. McPherson Chief Accounting Officer in addition to her current positions as Vice President& Corporate Controller. As a result of the appointment, Jeffrey D. Buchanan, our Executive Vice President, Chief Financial Officer, Chief Administrative Officer& Treasurer, will cease acting as principal accounting officer. Ms.McPherson, age 47, has served as our Vice President since November 2009 and Corporate Controller since June 2007. From October 2010 to December 2010, Ms.McPherson served as interim Chief Accounting Officer. Prior to joining our Company, Ms.McPherson served as Vice President of Finance for the Heavy Industrial Turbines Global Division of Wood Group PLC, a $5billion international energy services company, from June 2006 until June 2007; Director of Finance for the Heavy Industrial Turbines Americas Division from August 2003 until June 2006; and Division Controller for the Power Division from November 2001 until August 2003. Ms.McPherson served as Accounting Manager of FiberMark, DSI, Inc. (formerly Rexam DSI, Inc.), a producer of specialty fiber-based materials in the paper and packaging industry, from November 1995 until November 2001. Ms.McPherson, a Certified Public Accountant registered with the state of Massachusetts, served as a Senior Auditor with Deloitte& Touche LLP from June 1992 until November 1995.

We did not enter into or amend any agreements with Ms.McPherson, and no compensatory grants or awards were made to Ms.McPherson in connection with her appointment as Chief Accounting Officer. There are no family relationships between Ms.McPherson and any of our directors or executive officers. There have been no transactions since the beginning of our last fiscal year, and no transactions are currently proposed, in which we were or are to be a participant and in which Ms.McPherson or any member of her immediate family had or will have any interest, that are required to be disclosed to Item404(a) of RegulationSK.

Item 5.02 Submission of Matters to a Vote of Security Holders.

On September19, 2017, we held an annual meeting of stockholders to consider and vote upon the following proposals: (1)to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2)to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2016 (“say-on-pay”); (3)to provide a non-binding advisory vote on frequency of advisory vote on executive compensation; and (4)to ratify the appointment of Deloitte& Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April30, 2018.

The following directors were elected at the annual meeting:

Director

VotesCastFor VotesWithheld Broker Non-Votes

Barry M. Monheit

28,572,074 780,434 18,417,123

Robert L. Scott

28,356,003 996,505 18,417,123

Robert H. Brust

29,067,990 284,518 18,417,123

P. James Debney

29,008,622 343,886 18,417,123

John B. Furman

28,615,678 736,830 18,417,123

Gregory J. Gluchowski, Jr.

29,018,287 334,221 18,417,123

Michael F. Golden

28,333,932 1,018,576 18,417,123

Mitchell A. Saltz

28,574,403 778,105 18,417,123

I. Marie Wadecki

28,377,050 975,458 18,417,123

Our stockholders approved the compensation of our named executive officers on a non-binding, advisory basis. The results of the vote to approve this proposal were as follows:

Votes CastFor VotesCast Against Abstentions Broker Non-Votes

Say-on-pay proposal

28,288,313 980,436 83,759 18,417,123

Our stockholders approved the frequency of advisory votes on executive compensation on a non-binding, advisory basis. The results of the vote were as follows:

1 Year 2 Years 3 Years Abstain

Frequency of say-on-pay proposal

24,612,886 178,582 4,065,200 495,840

Our stockholders ratified the appointment of Deloitte& Touche LLP as our independent registered public accountants for the fiscal year ending April30, 2018. The results of the vote to approve this proposal were as follows:

Votes CastFor VotesCast Against Abstentions Broker Non-Votes

Ratification of Deloitte & Touche LLP as independent registered public accountants

46,505,085 1,000,093 264,453

Broker non-votes did not affect the outcome of any proposal voted on at the annual meeting.


About American Outdoor Brands Corporation (NASDAQ:AOBC)

American Outdoor Brands Corporation, formerly Smith & Wesson Holding Corporation, is a manufacturer of firearms and a provider of accessory products for the shooting, hunting and outdoor enthusiast. The Company operates through two segments. The Firearms segment manufactures handgun and long gun products sold under the Smith & Wesson, M&P and Thompson/Center Arms brands, as well as providing forging, machining and precision plastic injection molding services. The Outdoor Products & Accessories segment provides shooting, hunting and outdoor accessories, including reloading, gunsmithing, gun cleaning supplies, tree saws, vault accessories, knives, laser sighting systems and tactical lighting products. Brands in Outdoor Products & Accessories include Crimson Trace, Caldwell Shooting Supplies, Wheeler Engineering, Lockdown Vault Accessories, BOG POD and Golden Rod Moisture Control, as well as knives and specialty tools under Schrade, Old Timer, Uncle Henry and Imperial.

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