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 8, 2013
ARCTIC CAT INC.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Minnesota | | 0-18607 | | 41-1443470 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
505 Hwy 169 North Suite 1000 Plymouth, Minnesota | | 55441 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(763) 354-1800
(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:
| ¨ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of Arctic Cat Inc. (the “Company”) was held on August 8, 2013. At the Annual Meeting, the shareholders of the Company approved the Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan (the “Plan”), which previously had been approved by the Company’s Board of Directors, subject to shareholder approval. For a description of the Plan, see Proposal No. 2, “Approval Of The Arctic Cat Inc. 2013 Omnibus Plan,” in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on June 24, 2013. A copy of the Plan is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The votes cast with respect to each item of business properly presented at the Annual Meeting are as follows:
Proposal No. 1—The shareholders elected the nominees to the Board of Directors for a three-year term.
| | | | | | | | | | | | |
| | | For | | | Withheld | | | Broker
Non-Vote | |
Claude J. Jordan | | | 11,445,018 | | | | 325,229 | | | | 743,570 | |
Susan E. Lester | | | 10,154,936 | | | | 1,615,311 | | | | 743,570 | |
Proposal No. 2—The shareholders approved the Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan.
| | | | |
For | | | 11,010,678 | |
Against | | | 742,779 | |
Abstain | | | 16,790 | |
Broker Non-Vote | | | 743,570 | |
Proposal No. 3—The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2014.
| | | | |
For | | | 11,957,920 | |
Against | | | 547,109 | |
Abstain | | | 8,788 | |
Broker Non-Vote | | | N/A | |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| 10.1 | | The Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan. |
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.
| | |
| ARCTIC CAT INC. |
| |
| By | | /s/ TIMOTHY C. DELMORE |
| | Timothy C. Delmore, Chief Financial Officer |
Dated: August 12, 2013
