Sportsman Warehouse : Certificate of Incorporation/Bylaws - Form 8-K
March 25, 2024 at 08:33 am EDT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 20, 2024, the Board of Directors (the "Board") of Sportsman's Warehouse Holdings, Inc. (the "Company") amended and restated the Company's bylaws (as so amended and restated, the "Amended Bylaws"), which became effective immediately upon adoption by the Board. The amendments effected by the Amended Bylaws establish the right for one or more record holders of shares of capital stock of the Company representing not less than 25% of the combined voting power of all outstanding shares of capital stock of the Company to call a special meeting of stockholders, provided that the stockholders satisfy the disclosure, timing and other requirements intended to ensure that stockholders receive adequate, timely and accurate information in connection with a special meeting and avoid the expenditure of resources that would result from holding multiple stockholder meetings in a short time period. Consistent with the Company's prior announcement in its Current Report on Form 8-K filed on January 26, 2024 (the "January 2024 8-K"), the Board will not enforce the Challenged Provisions (as defined in the January 2024 8-K) for any stockholder-called special meeting pending the completion of the 2024 Delaware Litigation (as defined in the January 2024 8-K).
The foregoing description is a summary of the changes effected by the adoption of the Amended Bylaws, which is qualified in its entirety by reference to the Amended Bylaws filed as Exhibit 3.1 hereto.
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Sportsman's Warehouse Holdings, Inc. is an outdoor sporting goods retailer. The Company has an outdoor specialty store base in the Western United States and Alaska. The Companyâs stores are organized into six departments, which include camping; apparel; fishing; footwear; hunting and shooting, and optics, electronics, accessories, and other. Its camping department offers backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools. Its apparel departments offer camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear. The fishing departments offer bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats. The footwear departments offer hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots. Optics, electronics, accessories, and other departments offer gift items, knives, lighting, optics, two-way radios, and more.