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.

Attachments

  • Original Link
  • Permalink

Disclaimer

Sportsman's Warehouse Holdings Inc. published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 12:32:05 UTC.