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American Outdoor Brands elects seven directors

Shareholders also cast non-binding advisory votes on executive compensation and the frequency of future say-on-pay votes.

Filing Impact
(Moderate)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

American Outdoor Brands, Inc. (AOUT) reported that shareholders elected seven director nominees at its September 28, 2026 annual meeting: Barry M. Monheit, Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Kevin D. Leary, Luis G. Marconi, and Brian D. Murphy. Shareholders ratified Grant Thornton LLP as the company’s independent registered public accountant. The non-binding advisory say-on-pay proposal received 9,179,014 votes for, 53,702 against, and 8,849 abstentions. Shareholders also voted on the non-binding advisory proposal concerning the frequency of future say-on-pay votes.

Filing Explained

At the completed September 28, 2026 meeting, shareholders favored annual say-on-pay votes (8,179,958 for one year, 4,167 for two, and 1,038,421 for three), but the choice was non-binding: it advises, rather than mandates, the schedule.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Brian D. Murphy 9,191,801 votes Director election at the 2026 annual meeting
Votes for say-on-pay 9,179,014 votes Non-binding advisory vote on fiscal year 2026 executive compensation
Votes against say-on-pay 53,702 votes Non-binding advisory vote on fiscal year 2026 executive compensation
Votes for one-year say-on-pay frequency 8,179,958 votes Non-binding advisory vote on frequency of future say-on-pay votes
Votes for Grant Thornton LLP ratification 11,152,612 votes Appointment as independent registered public accountant
say-on-pay technical
"a "say-on-pay" vote"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
say-on-frequency technical
"a "say-on-frequency" vote"
Broker Non-Votes technical
"Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors did AOUT shareholders elect in 2026?
Shareholders elected Barry M. Monheit, Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Kevin D. Leary, Luis G. Marconi, and Brian D. Murphy. They are to serve until their successors are elected and qualified at the 2027 Annual Meeting, subject to earlier death, resignation, disqualification, or removal.

What were the AOUT say-on-pay voting results?
The non-binding advisory say-on-pay proposal received 9,179,014 votes for, 53,702 against, 8,849 abstentions, and 1,972,633 broker non-votes.

How did AOUT shareholders vote on future say-on-pay frequency?
The one-year option received 8,179,958 votes, the two-year option 4,167, and the three-year option 1,038,421. There were 19,019 abstentions and 1,972,633 broker non-votes.

How did AOUT shareholders vote on Grant Thornton LLP?
Shareholders ratified Grant Thornton LLP’s appointment as independent registered public accountant, with 11,152,612 votes for, 50,705 against, and 10,881 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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1800 North Route ZColumbiaMissouri0001808997FALSE00018089972026-10-012026-10-01

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): September 28, 2026
________________________________________________________
American Outdoor Brands, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3936684-4630928
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
1800 North Route Z
Columbia, Missouri
65202
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 338-9585
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.001 per ShareAOUTThe 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 ☐
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 5.07 Submission of Matters to a Vote of Security Holders.

On September 28, 2026, we held our 2026 Annual Meeting of Stockholders, or the Annual Meeting, to consider and vote upon the following proposals: (1) to elect Barry M. Monheit, Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Kevin D. Leary, Luis G. Marconi, and Brian D. Murphy to serve until their successors are elected and qualified at the 2027 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal; (2) to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2027; (3) to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2026, as disclosed in the proxy statement (a "say-on-pay" vote); and (4) to approve, on a non-binding advisory basis, the frequency of ONE YEAR for future say-on-pay votes (a "say-on-frequency" vote).

The following directors were elected at the annual meeting:
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
Barry M. Monheit8,785,462 450,863 5,240 1,972,633 
Bradley T. Favreau8,593,281 642,775 5,509 1,972,633 
Mary E. Gallagher9,048,076 187,967 5,522 1,972,633 
Gregory J. Gluchowski, Jr.8,833,653 402,177 5,735 1,972,633 
Kevin D. Leary9,112,970 123,135 5,460 1,972,633 
Luis G. Marconi8,808,628 427,676 5,261 1,972,633 
Brian D. Murphy9,191,801 44,465 5,299 1,972,633 



Our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending April 30, 2026. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
Ratification of Grant Thornton LLP as independent registered public accountants11,152,612 50,705 10,881 $— 



Votes ForVotes AgainstAbstentionsBroker Non-Votes
Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for fiscal year 2026, as disclosed in the proxy statement (a "say-on-pay" vote)9,179,014 53,702 8,849 1,972,633 





1 Year2 Years3 YearsAbstentionsBroker Non-Votes
Approval, on a non-binding advisory basis, of the frequency of ONE YEAR for future say-on-pay votes (a "say-on-frequency" vote)8,179,958 4,167 1,038,421 19,019 1,972,633 


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 thereunto duly authorized.
AMERICAN OUTDOOR BRANDS, INC.
Date:October 1, 2026By: /s/ H. Andrew Fulmer
H. Andrew Fulmer
Executive Vice President, Chief Financial Officer, Treasurer, and Secretary

Source: View Original Filing on SEC EDGAR

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