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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 Act of 1934
Date of Report (Date of earliest event reported) December 19, 2024
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-15589 | 47-0702918 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 7405 Irvington Road, Omaha NE 68122 |
(Address of principal executive offices) (Zip Code)
| Registrant’s telephone number, including area code: 402-331-3727 |
| Not Applicable |
(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 CFO 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, $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. |
The Company held its Annual Meeting on Thursday, December 19, 2024, at which Annual Meeting the Company’s stockholders voted upon the following matters:
| · | The election of six members of the Company’s board of directors, and |
| · | The ratification and approval of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year. |
Election of Directors
At the Annual Meeting, Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer each was elected as a 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 | 549,961 | 3,379 | ||||||
| Jeremy W. Hobbs | 552,954 | 386 | ||||||
| John R. Loyack | 542,791 | 10,549 | ||||||
| Stanley Mayer | 549,661 | 3,679 | ||||||
| Timothy R. Pestotnik | 498,863 | 54,477 | ||||||
| Andrew C. Plummer | 552,449 | 891 | ||||||
There were 41,624 broker non-votes with respect to this matter.
Ratification and Approval of Independent Registered Public Accounting Firm
At the Annual Meeting, the selection of RSM US LLP as the Company's independent registered public accounting firm for the Company's 2025 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 | 591,696 | 3,268 | ̶ |
There were no broker non-votes with respect to this matter.
| Item 8.01 | Other Events. |
On December 19, 2024, the Company's board of directors declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 31, 2025 to shareholders of record as of December 30, 2024. A press release announcing the dividend is set forth in Exhibit 99.1 of this report.
| Item 9.01 | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION |
| 99.1 | Press release, dated December 19, 2024, issued by AMCON Distributing Company. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and 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 | |
| (Registrant) |
| Date: December 19, 2024 | /s/ Charles J. Schmaderer | |
| Name: | Charles J. Schmaderer | |
| Title: | Vice President, Chief Financial Officer and Secretary | |
Exhibit 99.1
AMCON DISTRIBUTING COMPANY ANNOUNCES $0.28 SPECIAL DIVIDEND
NEWS RELEASE
Omaha, NE, December 19, 2024 - AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska-based Convenience and Foodservice Distributor, is pleased to announce that the Board of Directors of AMCON declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 31, 2025 to shareholders of record as of December 30, 2024.
AMCON, and its subsidiaries Team Sledd, LLC and Henry’s Foods, Inc., is a leading Convenience and Foodservice Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products with thirteen (13) distribution centers in Colorado, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fifteen (15) health and natural product retail stores in the Midwest and Florida.
This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.
Visit AMCON Distributing Company's web site at: www.amcon.com
For Further Information Contact:
Charles J. Schmaderer
AMCON Distributing Company
Ph 402-331-3727