Outdoor Holding Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 29, 2025, Outdoor Holding Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Stockholders of record as of the close of business on June 30, 2025 (the “Record Date”) were entitled notice of, and to vote at, the 2025 Annual Meeting.
As of the Record Date, 117,110,797 shares of common stock, par value $0.01 per share (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that came before the 2025 Annual Meeting.
At the 2025 Annual Meeting, 83,888,556 shares of Common Stock, or 71.6% of the number of shares of outstanding Common Stock, were represented, in person or by proxy at the 2025 Annual Meeting, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding stock needed for a quorum at the 2025 Annual Meeting.
The following seven proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 14, 2025, as supplemented on August 13, 2025 (the “Proxy Statement”) were before the stockholders for vote at the 2025 Annual Meeting. Each proposal received the votes listed below.
Proposals 1 through 6 received a sufficient number of votes to be approved. Based on the results of Proposal 7, the Board of Directors of the Company (the “Board”) has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s annual meeting of stockholders to be held in 2031.
Proposal 1: Election of Five Directors to Serve until the 2026 Annual Meeting. Each nominee was elected by the Company’s stockholders to serve a one-year term until the annual meeting of stockholders to be held in 2026 and until their successors are duly elected and qualified.
| Nominee | For | Against | Abstain | Broker-Non Votes | ||||||||||||
| Steve F. Urvan | 57,153,309 | 1,272,117 | 197,238 | 25,265,892 | ||||||||||||
| Christos Tsentas | 45,264,012 | 13,127,947 | 230,705 | 25,265,892 | ||||||||||||
| Wayne Walker | 46,193,118 | 12,137,257 | 292,289 | 25,265,892 | ||||||||||||
| Houman Akhavan | 57,142,368 | 1,251,147 | 229,149 | 25,265,892 | ||||||||||||
| David Douglas | 57,292,729 | 1,108,085 | 221,850 | 25,265,892 | ||||||||||||
Proposal 2: Ratification of the Appointment of Withum Smith+Brown. PC as the Company’s Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Withum Smith+Brown, PC. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.
| For | Against | Abstentions | ||||||||
| 80,057,820 | 3,241,328 | 589,408 | ||||||||
Proposal 3: Approval of the 2025 Long-Term Incentive Plan. The shareholders approved the Outdoor Holding Company 2025 Long Term Incentive Plan.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 53,451,478 | 4,757,666 | 413,520 | 25,265,892 | |||||||||||
Proposal
4: Approval of the issuance of a Warrant and Shares of Common Stock Upon Exercise of the Warrant. The stockholders approved
the issuance of a warrant (the “Additional Warrant”) and the issuance of up to 13,000,000 shares of our Common Stock upon
exercise of the Additional Warrant to an affiliated designee of Steven F. Urvan, Chairman of the Board and our Chief Executive Officer,
pursuant to the Settlement Agreement (as defined in the Proxy Statement) that became effective on May 30, 2025;
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 56,153,490 | 2,345,400 | 123,774 | 25,265,892 | |||||||||||
Proposal 5: Approval of the Reverse Stock Split. The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio in the range of 1-for-5 to 1-for-10, with the exact ratio to be determined at the discretion of the Board, to be effected at such time and date, if at all, as determined by the Board, but in any case prior the one-year anniversary of stockholder approval.
| For | Against | Abstentions | ||||||||
| 71,852,902 | 11,111,741 | 923,913 | ||||||||
Proposal 6: Say on Pay Proposal. The stockholders approved on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement;
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 55,334,796 | 2,188,895 | 1,098,973 | 25,265,892 | |||||||||||
Proposal 7: Say on Frequency Proposal. The stockholders, on an advisory basis, approved “1 Year” for the frequency of future advisory votes on named executive officer compensation;
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 30,477,445 | 426,341 | 26,847,437 | 871,441 | 25,265,892 | ||||||||||||||
Item 7.01. Regulation FD Disclosure.
On September 2, 2025 the Company issued a press release announcing full compliance with Nasdaq’s Listing Rule 5620(a). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated September 2, 2025 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Outdoor Holding Company | ||
| Dated: September 2, 2025 | By: | /s/ Paul Kasowski |
| Paul Kasowski | ||
| Chief Financial Officer | ||