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): October 23, 2018
MCBC Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-37502 |
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06-1571747 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
100 Cherokee Cove Drive |
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Vonore, Tennessee |
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37885 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(423) 884-2221
(Registrants telephone number, including area code)
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:
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)).
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 x
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. x
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On October 23, 2018, the Board of Directors (the Board) of MCBC Holdings, Inc. (the Company), upon recommendation by the Companys Nominating and Corporate Governance Committee, elected Jaclyn Baumgarten to serve as an independent Class I director of the Company, effective October 23, 2018. Mrs. Baumgarten will be entitled to receive compensation under the Companys non-employee director compensation policy, including a grant of restricted stock, as described in the Companys proxy statement filed with Securities and Exchange Commission on September 13, 2018. In addition, Mrs. Baumgarten will also enter into the Companys standard indemnification agreement with directors.
In connection with Mrs. Baumgartens appointment to the Board, the size of the Board increased from seven directors to eight directors.
A copy of the Companys press release announcing Mrs. Baumgartens appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 23, 2018, the Company held its annual meeting of stockholders. At the annual meeting, the Companys stockholders (i) elected the three directors nominated by the Board and listed below for a three-year term and (ii) ratified the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for fiscal year 2019. The Companys independent inspector of elections reported the vote of the stockholders as follows:
Proposal 1 - Election of directors
Nominees |
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For |
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Withheld |
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Non-Votes |
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Terry McNew |
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9,596,817 |
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4,576,024 |
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2,010,042 |
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Frederick A. Brightbill |
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8,136,860 |
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6,035,981 |
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2,010,042 |
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W. Patrick Battle |
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8,820,686 |
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5,352,155 |
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2,010,042 |
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Proposal 2 - Ratification of the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for fiscal year 2019
For |
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Against |
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Abstain |
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16,164,456 |
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17,784 |
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643 |
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Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit Number |
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Description |
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99.1 |
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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.
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MCBC HOLDINGS, INC. |
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Dated: October 26, 2018 |
/s/ Timothy M. Oxley |
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Timothy M. Oxley |
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Chief Financial Officer, Treasurer and Secretary |
MCBC Holdings Announces Appointment of Jaclyn Baumgarten to its Board of Directors
VONORE, Tenn. October 26, 2018 MCBC Holdings, Inc. (NASDAQ: MCFT), a leading innovator, designer, manufacturer and marketer of premium recreational powerboats through its three wholly-owned subsidiaries, MasterCraft Boat Company, LLC (MasterCraft), NauticStar, LLC (NauticStar), and Crest Marine, LLC (Crest), today announced that Jaclyn Baumgarten, co-founder and CEO of Boatsetter, was appointed to its Board of Directors, effective October 23, 2018. The appointment will increase the size of the MCBC Holdings Board of Directors to eight members, seven of which are independent.
Jaclyn is an innovative leader who has disrupted the status quo in the marine industry, leading the charge to make boating more affordable and accessible to consumers, said Terry McNew, President and CEO of MCBC Holdings. Her experience and perspective as an innovator and change agent in the marine industry will make her an outstanding addition to our board.
Background on Jaclyn Baumgarten
Mrs. Baumgarten is currently the co-founder and CEO of Boatsetter, the worlds leading boat sharing platform with boats throughout the United States, Mexico, the Bahamas, the Caribbean, South America and the Mediterranean. Prior to co-founding Boatsetter, Mrs. Baumgarten founded and was CEO of Cruzin Inc. (now merged with Boatsetter), where she led a team of marine and insurance industry leaders to create the insurance policy that paved the way for an entire boat sharing industry. Prior to this, Mrs. Baumgarten served as a Partner and COO at AH Global, a Director of Strategy at DaVita, a Development Manager at Westfield Group, a Consultant at IBM, and a Consultant at PricewaterhouseCoopers. Mrs. Baumgarten holds a Bachelor of Arts degree from Wellesley College, cum laude, and has a Master of Business Administration from the Stanford University Graduate School of Business.
About MCBC Holdings, Inc.
Headquartered in Vonore, Tenn., MCBC Holdings, Inc. (NASDAQ: MCFT) is a leading innovator, designer, manufacturer and marketer of premium recreational powerboats through its three wholly-owned subsidiaries, MasterCraft, NauticStar, and Crest. Through these three premium brands, MCBC Holdings has leading market share positions in three of the fastest growing segments of the powerboat industry performance sport boats, outboard saltwater fishing and outboard pontoon boats. For more information about MCBC Holdings, visit: Investors.MasterCraft.com, www.MasterCraft.com, www.NauticStarBoats.com, and www.CrestPontoonBoats.com.
IR Contacts:
George Steinbarger
VP, Business Development
(423) 884-7141
George.Steinbarger@mastercraft.com
Matt Sullivan
(612) 455-1709
Matt.Sullivan@padillaco.com