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ARCTIC CAT INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

August 11, 2014



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 7, 2014, at the annual meeting of shareholders (the "Annual Meeting") of Arctic Cat Inc. (the "Company"), the Company's shareholders approved an amendment to the Company's Restated Articles of Incorporation to establish majority voting for the election of directors in uncontested elections. In order to reflect the adoption of the majority voting standard for uncontested director elections, the Board of Directors approved conforming changes to the Company's Amended and Restated Bylaws, specifically eliminating the plurality voting standard that was articulated in Article II, Section 6 (the "Bylaws Amendment"). A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on August 7, 2014. The votes cast with respect to each item of business properly presented at the Annual Meeting are as follows:

Proposal No. 1-The shareholders elected the nominees to the Board of Directors for a three-year term. Broker Non- For Withheld Vote Tony J. Christianson 10,502,310 482,680 863,664 D. Christian Koch 10,510,966 474,024 863,664 Kenneth J. Roering 8,862,060 2,122,930 863,664



Proposal No. 2-The shareholders approved the amendment to the Company's Restated Articles of Incorporation to provide that directors will be elected by a majority vote in uncontested elections.

For 10,926,561 Against 36,034 Abstain 22,395 Broker Non-Vote 863,664 Proposal No. 3-The shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2015. For 11,075,553 Against 740,445 Abstain 32,656 Broker Non-Vote N/A



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Proposal No. 4-The shareholders approved the named executive compensation on a non-binding, advisory basis.

For 10,726,567 Against 200,356 Abstain 58,067 Broker Non-Vote 863,664 Item 8.01. Other Events.



As presented above in Item 5.07 and incorporated herein by reference, at the Annual Meeting, the Company's shareholders approved an amendment to the Company's Restated Articles of Incorporation to implement majority voting for the election of directors in uncontested elections. On August 8, 2014, the Company effected such action by filing Articles of Amendment with the Minnesota Secretary of State (the "Amendment"). Upon filing the Amendment, the Board implemented conforming changes to the Company's Amended and Restated Bylaws, as noted in Item 5.03 above. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item. 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Articles of Amendment of Restated Articles of Incorporation of Arctic Cat Inc. 3.2 Amendment to the Amended and Restated Bylaws of Arctic Cat Inc.



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Source: Edgar Glimpses


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