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): November 1, 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, including zip code)
(479) 464-9944
(Registrant’s telephone number, including area code)
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2023, America’s Car Mart, Inc. (the “Company”), the wholly-owned operating subsidiary of America’s Car-Mart, Inc., entered into a separation agreement, dated as of October 30, 2023 (the “Separation Agreement”), with the Company’s former Senior Vice President of Field Operations, Leon L. Walthall, whose employment with the Company ended effective October 20, 2023. The Separation Agreement will be effective upon expiration of a customary seven-day revocation period set forth in the Separation Agreement.
Under the terms of the Separation Agreement, in consideration of the covenants and other promises contained in the agreement, including a customary general release of claims in favor of the Company, Mr. Walthall will receive a cash separation payment in the aggregate amount of $200,000, minus all legally required withholdings, payable in four equal installments on or before November 20, 2023, January 31, 2024, April 30, 2024, and July 31, 2024. The foregoing payments are subject to Mr. Walthall having not revoked the Separation Agreement and his compliance with the terms and conditions of the Separation Agreement. Pursuant to the Separation Agreement, Mr. Walthall will remain subject to certain confidentiality, non-competition and other covenants contained in his Change in Control Agreement with the Company, dated as of June 1, 2021 (the “Change in Control Agreement”).
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement and the Change in Control Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | | Separation Agreement, dated as of October 30, 2023, by and between America’s Car Mart, Inc., an Arkansas corporation, and Leon Walthall. |
| 10.2 | | Change in Control Agreement, dated as of June 1, 2021, between America’s Car Mart, Inc., an Arkansas corporation, and Leonard L. Walthall (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | America’s Car-Mart, Inc. | |
| Date: November 3, 2023 | | /s/ Vickie D. Judy | |
| | | Vickie D. Judy |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
