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):
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, $0.01 par value | DIT | NYSE American |
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 5.07 Submission of Matters to a Vote of Security Holders.
AMCON Distributing Company held its annual meeting of stockholders on Monday, December 23, 2019, at which meeting our stockholders voted upon the following matters:
| • | The election of two Class II directors to hold office for a three-year term expiring at our annual meeting of stockholders following our 2022 fiscal year, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal; |
| • | The ratification and approval of the selection of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year; |
| • | 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 |
| • | 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 | 432,683 | 9,957 |
| Raymond F. Bentele | 430,727 | 11,913 |
There were 43,835 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 2021 fiscal year) |
| Jeremy W. Hobbs |
Stanley Mayer
|
| Class III Directors (term to expire at the annual meeting following our 2020 fiscal year) |
| Andrew C. Plummer |
John R. Loyack Timothy R. Pestotnik |
Ratification and Approval of Independent Registered Public Accounting Firm
At the annual meeting, the selection of RSM US LLP as our independent registered public accounting firm for our 2020 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 RSM US LLP | 486,039 | 110 | 326 |
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 | 420,018 | 22,509 | 113 |
There were 43,835 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 | 396,343 | 1,165 | 44,997 | 135 |
There were 43,835 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 18, 2019.
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Item 8.01 Other Events.
On December 23, 2019, the board of directors of AMCON Distributing Company authorized the repurchase of up to 75,000 shares of our Company's common stock in any combination of open market or privately negotiated transactions. This share repurchase authorization replaces the
authorization previously provided by the board of directors for the repurchase of shares, which was terminated.
Under this share repurchase authorization, our Company may repurchase shares from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. It is anticipated that any repurchases under this authorization would be funded from cash on hand and available borrowings under our Company's existing revolving credit facility. Our Company is not obligated to repurchase any specific number of shares and this share repurchase authorization may be suspended, modified or terminated at any time without prior notice.
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