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): August 26, 2008
CABELA’S INCORPORATED
(Exact name of registrant as specified in its charter)
| 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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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On August 26, 2008, the Board of Directors of Cabela’s Incorporated (the “Company”) amended the Company’s Amended and Restated Bylaws. The Amended and Restated Bylaws were amended to: (i) change the time period in which a stockholder must deliver notice to the Secretary of the Company for nominees for directors and for other business at an annual meeting of stockholders from a period of not less than 120 days before the meeting to a period of not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting; (ii) require a stockholder nominating a director or proposing other business to include the following information in its advance notice: the class and number of shares owned (beneficially and of record) by the stockholder; a description of any agreements the stockholder has with affiliates or third parties concerning the stockholder proposal or director nomination; a description of any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares the stockholder has with respect to the Company's stock; a representation that the stockholder is entitled to vote at the meeting and intends to attend the meeting to present the proposal or director nomination; and whether the stockholder intends to conduct a proxy solicitation; and (iii) require a stockholder nominating a director to include in its advance notice certain biographical information about each director nominee as well as a questionnaire completed by each director nominee that requires the nominee to disclose any voting commitments the nominee may have with a third person and commit to comply with the Company's corporate governance standards if elected. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which is filed as Exhibit 3 hereto and incorporated herein by reference. |
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
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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: August 29, 2008 | By: | /s/ Ralph W. Castner |
| | | Ralph W. Castner |
| | | Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
