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): June 5, 2013
CABELA'S INCORPORATED
(Exact name of registrant as specified in its charter)
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| | |
| Delaware | 1-32227 | 20-0486586 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
|
| | | | |
| | One Cabela Drive, Sidney, Nebraska | | 69160 | |
| | (Address of principal executive offices) | | (Zip Code) | |
Registrant's telephone number, including area code: (308) 254-5505
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 (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))
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Shareholders of Cabela's Incorporated (the “Company”) held on June 5, 2013, the shareholders of the Company approved the Cabela's Incorporated 2013 Stock Plan (the “2013 Stock Plan”). The 2013 Stock Plan replaces the Cabela's Incorporated 2004 Stock Plan, as amended. For a description of the terms and conditions of the 2013 Stock Plan, see “Description of the 2013 Stock Plan” under “Proposal Four - Approval of the 2013 Stock Plan” in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 23, 2013 (the “2013 Proxy Statement”), which description is incorporated herein by reference. The description of the 2013 Stock Plan does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which was included as Appendix C to the 2013 Proxy Statement and is filed as Exhibit 10.1 hereto and incorporated herein by reference.
At the Annual Meeting of Shareholders of the Company held on June 5, 2013, the shareholders of the Company approved the Cabela's Incorporated 2013 Performance Bonus Plan (the “2013 Performance Bonus Plan”). The 2013 Performance Bonus Plan replaces the Cabela's Incorporated Performance Bonus Plan which was adopted in 2008. For a description of the terms and conditions of the 2013 Performance Bonus Plan, see “Description of the 2013 Performance Bonus Plan” under “Proposal Six - Approval of the 2013 Performance Bonus Plan” in the 2013 Proxy Statement, which description is incorporated herein by reference. The description of the 2013 Performance Bonus Plan does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which was included as Appendix E to the 2013 Proxy Statement and is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on June 5, 2013. Shareholders voted on the matters set forth below.
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| 1. | Election of Directors: The nine nominees for election to the Board were elected, each for a one-year term, based upon the following votes: |
|
| | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Theodore M. Armstrong | 62,618,588 |
| 166,434 |
| 66,392 |
| 3,434,880 |
|
| James W. Cabela | 61,504,254 |
| 1,371,860 |
| 5,300 |
| 3,404,880 |
|
| John H. Edmondson | 62,091,719 |
| 692,757 |
| 66,938 |
| 3,434,880 |
|
| John Gottschalk | 61,556,158 |
| 1,288,715 |
| 6,541 |
| 3,434,880 |
|
| Dennis Highby | 61,426,929 |
| 1,359,211 |
| 25,289 |
| 3,474,865 |
|
| Reuben Mark | 62,007,121 |
| 696,326 |
| 5,967 |
| 3,576,880 |
|
| Michael R. McCarthy | 60,865,128 |
| 1,979,367 |
| 6,919 |
| 3,434,880 |
|
| Thomas L. Millner | 62,643,120 |
| 231,111 |
| 7,183 |
| 3,404,880 |
|
| Beth M. Pritchard | 61,685,974 |
| 1,160,023 |
| 5,417 |
| 3,434,880 |
|
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| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2013 was approved based upon the following votes: |
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 65,879,739 | 370,313 | 6,242 | 30,000 |
| |
| 3. | Advisory Vote on Executive Compensation (Say on Pay): The advisory vote on executive compensation was approved based upon the following votes: |
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| | | |
| For | Against | Abstain | Broker Non-Votes |
| 62,047,970 | 661,239 | 142,205 | 3,434,880 |
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| 4. | Approval of the Company's 2013 Stock Plan: The 2013 Stock Plan was approved based upon the following votes: |
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 60,182,261 | 2,537,634 | 131,519 | 3,434,880 |
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| 5. | Approval of the Company's 2013 Employee Stock Purchase Plan: The 2013 Employee Stock Purchase Plan was approved based upon the following votes: |
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 62,345,759 | 491,420 | 14,235 | 3,434,880 |
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| 6. | Approval the Company's 2013 Performance Bonus Plan: The 2013 Performance Bonus Plan was approved based upon the following votes: |
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 62,408,652 | 422,236 | 20,526 | 3,434,880 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 10.1 | Cabela's Incorporated 2013 Stock Plan (incorporated by reference to Appendix C to the Company's Proxy Statement dated April 23, 2013, and filed with the Securities and Exchange Commission on April 23, 2013) |
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| 10.2 | Cabela's Incorporated 2013 Performance Bonus Plan (incorporated by reference to Appendix E to the Company's Proxy Statement dated April 23, 2013, and filed with the Securities and Exchange Commission on April 23, 2013) |
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.
CABELA'S INCORPORATED
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| Dated: | June 10, 2013 | By: | /s/ Ralph W. Castner |
| | | | Ralph W. Castner |
| | | | Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No. Description
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| 10.1 | Cabela's Incorporated 2013 Stock Plan (incorporated by reference to Appendix C to the Company's Proxy Statement dated April 23, 2013, and filed with the Securities and Exchange Commission on April 23, 2013) |
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| 10.2 | Cabela's Incorporated 2013 Performance Bonus Plan (incorporated by reference to Appendix E to the Company's Proxy Statement dated April 23, 2013, and filed with the Securities and Exchange Commission on April 23, 2013) |
