Document


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): May 28, 2020
Conn’s, Inc.
(Exact name of registrant as specified in its charter)

Delaware
1-34956
06-1672840
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2445 Technology Forest Blvd., Suite 800
The Woodlands, Texas
77381
(Address of principal executive offices)
(Zip Code)
(936) 230-5899
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
CONN
NASDAQ Global Select Market
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
o
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. ¨






Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) Effective May 29, 2020, Kelly Malson retired from the Conn’s, Inc. (the “Company”) Board of Directors.
(e) On May 28, 2020, the stockholders of the Company approved the adoption of the Conn’s, Inc. 2020 Omnibus Equity Plan (the “2020 Plan”), which was previously adopted by the Company’s Board of Directors. A summary of the 2020 Plan was included in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2020 (the “Definitive Proxy Statement”), which summary is incorporated herein by reference. The summary of the 2020 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached as Appendix A to the Definitive Proxy Statement and Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. 

Item 5.07. Submission of Matters to a Vote of Security Holders
Conn’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on Thursday, May 28, 2020. The Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement dated April 14, 2020.  The certified vote results for each proposal are as follows:
1.
The following nominees for directors were elected to serve one-year terms expiring in 2021:
 
Number of Shares
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
James H. Haworth
14,493,550
 
800,700
 
18,227
 
10,736,288
Sue E. Gove
14,985,494
 
308,328
 
18,655
 
10,736,288
Bob L. Martin
14,196,853
 
1,097,302
 
18,322
 
10,736,288
Douglas H. Martin
14,959,723
 
334,644
 
18,110
 
10,736,288
Norman L. Miller
14,863,902
 
431,581
 
16,994
 
10,736,288
William E. Saunders, Jr.
14,996,286
 
297,228
 
18,963
 
10,736,288
William (David) Schofman
14,580,246
 
713,269
 
18,962
 
10,736,288
Oded Shein
14,906,524
 
387,594
 
18,359
 
10,736,288

2.
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021 was ratified:
 
Number of Shares
For
25,387,133
Against
598,451
Abstentions
63,181
Broker Non-Votes
10,736,288

3.
The compensation of the Company’s named executive officers was approved on a non-binding advisory basis:
 
Number of Shares
For
12,510,841
Against
2,064,220
Abstentions
737,416
Broker Non-Votes
10,736,288






4.
The adoption of the Company’s 2020 Omnibus Equity Plan was approved:
 
Number of Shares
For
11,967,304
Against
3,169,900
Abstentions
175,273
Broker Non-Votes
10,736,288

Item 9.01    Financial Statements and Exhibits.
Exhibit Number
 
Description of Document
10.1
 





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.
 
 
 
Date:
May 29, 2020
CONN’S, INC.
 
 
 
 
 
 
By:
/s/ Mark L. Prior
 
 
Name:
Mark L. Prior
 
 
Title:
Vice President, General Counsel and Secretary