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 29, 2023
_______________________________
America's Car-Mart Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Texas | 0-14939 | 63-0851141 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
(Address of Principal Executive Offices) (Zip Code)
(479) 464-9944
(Registrant's telephone number, including area code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | CRMT | 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 ☐
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 2.02. Results of Operations and Financial Condition.
On September 5, 2023, America’s Car-Mart, Inc. (the “Company”) issued a press release announcing its operating results for the first fiscal quarter of the fiscal year ending April 30, 2024. The press release contains certain financial, operating and other information for the period ended July 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2., the information contained in Item 2.02 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act. The Company undertakes no obligation to update or revise this information.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2023, the Board of Directors of the Company (the “Board”) approved the promotion of the Company’s current President, Douglas W. Campbell, to Chief Executive Officer (“CEO”) of the Company effective October 1, 2023. Mr. Campbell will continue to serve as President of the Company upon his appointment as CEO.
Mr. Campbell, age 47, has served as President of the Company since October 2022. Prior to joining the Company, Mr. Campbell was Senior Vice President, Head of Fleet Services for the Americas, at Avis Budget Group (“Avis”) since June 2022 and previously served as Head of Fleet Services for the Americas since June 2021 and Vice President, Remarketing for the Americas, from March 2018 to June 2021. Prior to joining Avis, Mr. Campbell held management positions at AutoNation from September 2014 to March 2018 serving as Used Vehicle Director, Eastern Region, in AutoNation’s corporate office and later as General Manager of its Honda Dulles dealership. Preceding AutoNation, Mr. Campbell served fifteen years with Coral Springs Auto Mall, most recently serving as Executive General Manager.
Upon Mr. Campbell’s promotion to CEO, the Company’s current CEO, Jeffrey A. Williams, will serve as CEO Emeritus and an advisor to senior management effective October 1, 2023, for the remainder of fiscal year 2024. Mr. Williams will continue to serve as a director of the Company.
In accordance with the Amended and Restated Bylaws of the Company, on August 29, 2023, the Board also approved increasing the number of directors serving on the Board to eight directors and appointed Mr. Campbell to serve as a director effective October 1, 2023.
Item 7.01. Regulation FD Disclosure.
On September 5, 2023, the Company issued a press release announcing the appointment of Douglas Campbell as CEO of the Company effective October 1, 2023. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2., the information contained in Item 7.01 of this Form 8-K, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act. The Company undertakes no obligation to update or revise this information.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
| | America's Car-Mart Inc. |
| | | |
| | | |
| Date: September 5, 2023 | By: | /s/ Vickie D. Judy |
| | | Vickie D. Judy |
| | | Chief Financial Officer (Principal Financial Officer) |
| | | |
