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 28, 2020
Conn’s, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-34956 | 06-1672840 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2445 Technology Forest Blvd., Suite 800 The Woodlands, Texas | 77381 |
| (Address of principal executive offices) | (Zip Code) |
(936) 230-5899
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | CONN | NASDAQ Global Select Market |
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) Effective May 29, 2020, Kelly Malson retired from the Conn’s, Inc. (the “Company”) Board of Directors.
(e) On May 28, 2020, the stockholders of the Company approved the adoption of the Conn’s, Inc. 2020 Omnibus Equity Plan (the “2020 Plan”), which was previously adopted by the Company’s Board of Directors. A summary of the 2020 Plan was included in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2020 (the “Definitive Proxy Statement”), which summary is incorporated herein by reference. The summary of the 2020 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached as Appendix A to the Definitive Proxy Statement and Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
Conn’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on Thursday, May 28, 2020. The Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement dated April 14, 2020. The certified vote results for each proposal are as follows:
| 1. | The following nominees for directors were elected to serve one-year terms expiring in 2021: |
| Number of Shares | |||||||
| For | Against | Abstentions | Broker Non-Votes | ||||
| James H. Haworth | 14,493,550 | 800,700 | 18,227 | 10,736,288 | |||
| Sue E. Gove | 14,985,494 | 308,328 | 18,655 | 10,736,288 | |||
| Bob L. Martin | 14,196,853 | 1,097,302 | 18,322 | 10,736,288 | |||
| Douglas H. Martin | 14,959,723 | 334,644 | 18,110 | 10,736,288 | |||
| Norman L. Miller | 14,863,902 | 431,581 | 16,994 | 10,736,288 | |||
| William E. Saunders, Jr. | 14,996,286 | 297,228 | 18,963 | 10,736,288 | |||
| William (David) Schofman | 14,580,246 | 713,269 | 18,962 | 10,736,288 | |||
| Oded Shein | 14,906,524 | 387,594 | 18,359 | 10,736,288 | |||
| 2. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021 was ratified: |
| Number of Shares | |
| For | 25,387,133 |
| Against | 598,451 |
| Abstentions | 63,181 |
| Broker Non-Votes | 10,736,288 |
| 3. | The compensation of the Company’s named executive officers was approved on a non-binding advisory basis: |
| Number of Shares | |
| For | 12,510,841 |
| Against | 2,064,220 |
| Abstentions | 737,416 |
| Broker Non-Votes | 10,736,288 |
| 4. | The adoption of the Company’s 2020 Omnibus Equity Plan was approved: |
| Number of Shares | |
| For | 11,967,304 |
| Against | 3,169,900 |
| Abstentions | 175,273 |
| Broker Non-Votes | 10,736,288 |
Item 9.01 Financial Statements and Exhibits.
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.
| Date: | May 29, 2020 | CONN’S, INC. | |
| By: | /s/ Mark L. Prior | ||
| Name: | Mark L. Prior | ||
| Title: | Vice President, General Counsel and Secretary | ||