SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) 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.

(e)(1) Establishment of Criteria for
Performance-Based Compensation.
On February 28,
2017, the Compensation Committee of the Board of Directors (the
Compensation Committee) of Speedway Motorsports, Inc. (the
Company) established objective criteria for the determination of
performance-based incentive compensation for the calendar year
ending December 31, 2017 (2017 Incentive Compensation) for
Messrs. O. Bruton Smith, Marcus G. Smith and William R. Brooks
(the Executive Officers) to the Companys Incentive Compensation
Plan (the Incentive Plan).

The specific annual performance goals for the Executive Officers
are based upon the achievement of earnings per share levels, as
defined by the Compensation Committee in accordance with the
Incentive Plan. The performance period is calendar year 2017.The
2017 Incentive Compensation, if any, will be paid to each
Executive Officer based upon the Company achieving a target
defined earnings per share of $1.10, calculated in accordance
with the Incentive Plan, for calendar year 2017. Upon the
achievement of the specified earnings per share target, Mr. O.
Bruton Smith will be eligible for a 2017 Incentive Compensation
payment equal to 3.0 times his 2017 base salary, and Mr. Marcus
G. Smith and Mr. Brooks will each be eligible for a 2017
Incentive Compensation payment equal to 2.0 times his 2017 base
salary. The amount of 2017 Incentive Compensation that each
Executive Officer is eligible to receive will be increased or
decreased in proportion to the Companys earnings per share
achieved in relation to the target earnings per share established
by the Compensation Committee, all in accordance with the terms
of the Incentive Plan. No 2017 Incentive Compensation payments
will be made if defined earnings per share achieved is less than
50% of the earnings per share target.

The Compensation Committee also approved a grant of
performance-based restricted shares of the Companys common stock
and performance-based restricted stock units under the Companys
2013 Stock Incentive Plan (the Stock Incentive Plan) for Mr.
Brooks and Mr. Marcus G. Smith, respectively. Mr. Brooks was
awarded 35,000 performance-based restricted shares of the
Companys common stock, and Mr. Smith was awarded 35,000
performance-based restricted stock units. Mr. Smiths restricted
stock units may be settled only in shares of common stock upon
vesting. As provided in the Stock Incentive Plan, the
performance-based restricted stock and performance-based
restricted stock unit awards generally remain subject to
forfeiture and restrictions on transferability, with one-third of
each award vesting the later of one year from the date of grant
or Compensation Committee certification in 2018, another
one-third vesting two years from the date of grant, and the last
one-third vesting three years from the date of grant. The awards
are also subject to forfeiture, in whole or in part, based on
achievement of defined earnings per share of $1.10, calculated in
accordance with the Stock Incentive Plan, for calendar year 2017.
All of the restricted shares and units will be forfeited if
defined earnings per share achieved is less than 50% of the
earnings per share target and partial forfeiture will occur in
proportion to earnings per share achieved between 50% of the
target and the target.

(e)(2) Amendment and Restatement of the 2013 Stock
Incentive Plan.
At the Annual Meeting of
Stockholders of the Company held on April 19, 2017, the Companys
stockholders approved a proposal to adopt the Speedway
Motorsports, Inc. 2013 Stock Incentive Plan, Amended and Restated
as of April 19, 2017 (the Updated Stock Incentive Plan). The
Updated Stock Incentive Plan does not increase the number of
shares reserved for issuance under the plan nor does it increase
any of the award limits under the plan. The primary changes
reflected in the Updated Stock Incentive Plan include (a)
additions to the permissible criteria upon which performance
goals for performance-based compensation can be based, including
various cash flow and profit measures and objective measures of
personal targets, goals or completion of projects; and (b)
revisions and additions to the types of items and events that may
be used for adjustments in determining whether an objective
performance goal for performance-based compensation has been met.
The Updated Stock Incentive Plan also incorporates additional
changes in connection with updates to relevant accounting rules
and other minor revisions.

A summary of the principal features of the Updated Stock
Incentive Plan as well as the full and complete text of the plan
can be found in the Definitive Proxy Statement filed with the
Securities and Exchange Commission on March 17, 2017, under the
headings Proposal 4 Approval of the Speedway Motorsports, Inc.
2013 Stock Incentive Plan, Amended and Restated as of April 19,
2017 and Appendix A Speedway Motorsports, Inc. 2013 Stock
Incentive Plan Amended and Restated as of April 19, 2017.

(e)(3) Amendment and Restatement of the Incentive
Compensation Plan.
At the Annual Meeting of
Stockholders of the Company held on April 19, 2017, the Companys
stockholders approved a proposal to adopt the Speedway
Motorsports, Inc. Incentive Compensation Plan, Amended and
Restated as of April 19, 2017 (the Updated Incentive Plan). The
primary changes reflected in the Updated Incentive Plan include
(a) additions to the permissible criteria upon which performance
goals can be based, including various cash flow and profit
measures and objective measures of personal targets, goals or
completion of projects; and (b) revisions and additions to the
types of items and events that may be used for adjustments in
determining whether an objective performance goal has been met.

A summary of the principal features of the Updated Incentive Plan
as well as the full and complete text of the plan can be found in
the Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 17, 2017, under the headings
Proposal 5 Approval of the Speedway Motorsports, Inc. Incentive
Compensation Plan, Amended and Restated as of April 19, 2017 and
Appendix B Speedway Motorsports, Inc. Incentive Compensation Plan
Amended and Restated as of April 19, 2017.

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

The results of the matters submitted to a vote of the Companys
stockholders at the Annual Meeting of Stockholders of the Company
held on April19, 2017 are set forth below.

(1) William R. Brooks, Mark M. Gambill and James P. Holden were
re-elected to the Board of Directors by the Companys
stockholders. The other members of the Board of Directors are O.
Bruton Smith, Marcus G. Smith, Bernard C. Byrd, Jr. and Tom E.
Smith.

For

Against

Withheld

Abstentions

Broker

Non-Votes

Re-election of William R. Brooks

36,740,502

1,268,220

Re-election of Mark M. Gambill

36,943,996

1,064,726

Re-election of James P. Holden

37,214,361

794,361

(2) The stockholders approved on an advisory basis the 2016
compensation of the Companys named executive officers.

For

Against

Withheld

Abstentions

Broker

Non-Votes

Advisory Approval of Speedway Motorsports, Incs.
Named Executive Officer Compensation

37,502,236

499,208

7,273

(3) The stockholders approved on an advisory basis to hold future
advisory votes regarding the compensation of the Companys named
executive officers every three years. The Company has determined,
consistent with the stockholder vote, to hold future advisory
votes regarding the compensation of the Companys named executive
officers every three years until the next vote on the frequency
of such advisory votes.

One Year

Two Years

Three Years

Abstentions

Broker

Non-Votes

Advisory Approval of Three-Year Frequency for
Advisory Approval of Speedway Motorsports, Incs. Named
Executive Officer Compensation

3,983,120

10,262

33,995,517

19,818

(4) The stockholders approved the Companys Updated Stock
Incentive Plan.

For

Against

Withheld

Abstentions

Broker

Non-Votes

Approval of the Speedway Motorsports, Inc. 2013
Stock Incentive Plan, Amended and Restated as of April 19,
2017

37,709,077

293,405

6,236

(5) The stockholders approved the Companys Updated Incentive
Plan.

For

Against

Withheld

Abstentions

Broker Non-Votes

Approval of the Speedway Motorsports, Inc.
Incentive Compensation Plan, Amended and Restated as of
April 19, 2017

37,717,459

285,215

6,044


About SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK)

Speedway Motorsports, Inc. is engaged in promoting, marketing and sponsoring motorsports activities in the United States. The Company also provides event and non-event souvenir merchandising and distribution services, and food, beverage and hospitality catering services through its subsidiary, SMISC Holdings, Inc. It provides radio programming, production and distribution; distributes wholesale and retail motorsports, and other sports-related souvenir merchandise and apparel, and manufactures and distributes smaller-scale, modified racing cars and parts. Its segments are motorsports event related and all other. The motorsports event related segment includes admissions, event related, NASCAR broadcasting and event motorsports merchandising activities. The all other segment includes SMIP subsidiary non-event motorsports and non-motorsports merchandising, Legend Cars non-event merchandising and sanctioning body activities, and Oil-Chem Research Corporation micro-lubricant activities.

SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) Recent Trading Information

SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) closed its last trading session up +0.04 at 19.52 with 43,031 shares trading hands.

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