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) | December 20, 2013 |
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-15589 | 47-0702918 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
7405 Irvington Road, Omaha, NE 68122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 331-3727
__________________________________________
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
AMCON Distributing Company held its annual meeting of stockholders on Friday, December 20, 2013, at which meeting our stockholders voted upon the following matters:
| | Ÿ | The election of two Class II directors to hold office for a term expiring at our annual meeting of stockholders following our 2016 fiscal year, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal; |
| | Ÿ | The ratification and approval of the selection of McGladrey LLP as our independent registered public accounting firm for our 2014 fiscal year; |
| | Ÿ | The advisory approval of the compensation of our executives disclosed in the proxy statement for this annual meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and |
| | Ÿ | An advisory vote on whether future advisory votes on executive officer compensation should occur every 3 years, every 2 years or every 1 year. |
Election of Directors
At the annual meeting, Christopher H. Atayan and Raymond F. Bentele each was elected as a Class II director. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:
| | Name | Votes in Favor | Votes Withheld |
| | Christopher H. Atayan | 408,189 | 7,958 |
| | Raymond F. Bentele | 407,919 | 8,228 |
There were 159,381 broker non-votes with respect to this matter.
In addition to the two Class II directors elected at the annual meeting, the persons continuing their term of office as members of our board of directors are:
| | Class I Directors (term to expire at the annual meeting following our 2015 fiscal year) |
| | Jeremy W. Hobbs |
| | Stanley Mayer |
| | Class III Directors (term to expire at the annual meeting following our 2014 fiscal year) |
| | Kathleen M. Evans |
| | John R. Loyack |
| | Timothy R. Pestotnik |
Ratification and Approval of Independent Registered Public Accounting Firm
At the annual meeting, the selection of McGladrey LLP as our independent registered public accounting firm for our 2014 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| | | Votes in Favor | Votes Against | Votes Abstaining |
| | Ratification and approval of the selection of McGladrey LLP | 565,630 | 9,897 | 1 |
There were no broker non-votes with respect to this matter.
Advisory Approval of Executive Compensation
At the annual meeting, stockholders provided advisory approval of the compensation of our executives disclosed in the proxy statement for the annual meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| | | Votes in Favor | Votes Against | Votes Abstaining |
| | Advisory approval of executive compensation | 403,590 | 12,474 | 83 |
There were 159,381 broker non-votes with respect to this matter.
Frequency of Executive Compensation Votes
At the annual meeting, stockholders provided advisory approval for holding future advisory votes on executive compensation every 3 years. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| | | Votes for 3 Years | Votes for 2 Years | Votes for 1 Year | Votes Abstaining |
| | Frequency of executive compensation votes | 283,851 | 27,745 | 104,546 | 5 |
There were 159,381 broker non-votes with respect to this matter.
Additional information regarding the matters voted on at the annual meeting is contained in our proxy statement dated November 15, 2013.
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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.
| | AMCON DISTRIBUTING COMPANY |
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| Dated: December 20, 2013 | | |
| | By: | /s/ Andrew C. Plummer |
| | | Andrew C. Plummer |
| | | Vice President & Chief Financial Officer |
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