adc-form8k_dec222015.htm
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 22, 2015



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 Tuesday, December 22, 2015, at which meeting our stockholders voted upon the following matters:
 
●  
The election of two Class I directors to hold office for a three-year term expiring at our annual meeting of stockholders following our 2018 fiscal year, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal; and
 
●  
The ratification and approval of the selection of RSM US LLP as our independent registered public accounting firm for our 2016 fiscal year.
 
Election of Directors
 
At the annual meeting, Jeremy W. Hobbs and Stanley Mayer each was elected as a Class I 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
Jeremy W. Hobbs
      397,298
      10,289
Stanley Mayer
      397,498
      10,089
 
There were 118,546 broker non-votes with respect to this matter.
 
In addition to the two Class I directors elected at the annual meeting, the persons continuing their term of office as members of our board of directors are:
 
Class II Directors (term to expire at the annual meeting following our 2016 fiscal year)
  
Christopher H. Atayan
  
Raymond F. Bentele
  
Class III Directors (term to expire at the annual meeting following our 2017 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 RSM US LLP as our independent registered public accounting firm for our 2016 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
      505,760
      18,019
      2,354
 
There were no 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 16, 2015.
 
Item 8.01
Other Events.
 
On December 22, 2015, the board of directors of AMCON Distributing Company authorized the repurchase of up to 50,000 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.
 
*                      *                      *
 

 
 
 


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
  
     
     
     
Dated:  December 22, 2015
By:
 /s/ Andrew C. Plummer
  
   
Andrew C. Plummer
  
   
Vice President & Chief Financial Officer