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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 Act of 1934
Date
of Report (Date of earliest event reported) December 18, 2025
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
|
1-15589 |
|
47-0702918 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| |
7405 Irvington Road, Omaha NE 68122 |
|
(Address of principal executive offices) (Zip Code)
| Registrant’s telephone number, including area code: 402-331-3727 |
(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:
| ¨ | 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 CFO 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
DIT |
NYSE American |
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. |
The Company held its Annual Meeting on Thursday,
December 18, 2025, at which Annual Meeting the Company’s stockholders voted upon the following matters:
| · | The election of six members of the Company’s board of directors. |
| · | The ratification and approval of the selection of RSM US LLP as the Company’s independent registered
public accounting firm for the Company’s 2026 fiscal year. |
| · | The advisory approval of the compensation of the Company’s executives disclosed in the proxy statement
for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. |
| · | An advisory vote on whether future advisory votes on executive officer compensation should occur every
3 years, every 2 years or every 1 year. |
Election of Directors
At the Annual Meeting, Christopher H. Atayan,
Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer each was elected as a director. The following
is a summary of the votes cast at the Annual Meeting with respect to the election of directors:
| Name | |
Votes in Favor | | |
Votes Withheld | |
| Christopher H. Atayan | |
| 572,051 | | |
| 5,675 | |
| Jeremy W. Hobbs | |
| 575,612 | | |
| 2,114 | |
| John R. Loyack | |
| 572,059 | | |
| 5,667 | |
| Stanley Mayer | |
| 572,142 | | |
| 5,584 | |
| Timothy R. Pestotnik | |
| 550,264 | | |
| 27,462 | |
| Andrew C. Plummer | |
| 574,919 | | |
| 2,807 | |
There were 37,528 broker non-votes with respect
to this matter.
Ratification and Approval of Independent Registered
Public Accounting Firm
At the Annual Meeting, the selection of RSM US
LLP as the Company's independent registered public accounting firm for the Company's 2026 fiscal year was ratified and approved. The following
is a summary of the votes cast at the Annual Meeting with respect to this matter:
| | |
Votes in Favor | | |
Votes Against | | |
Votes Abstaining | |
| Ratification and approval of the selection of RSM US LLP | |
| 610,482 | | |
| 3,081 | | |
| 1,691 | |
There were no broker non-votes with respect to
this matter.
Advisory Approval of Executive Compensation
At the Annual Meeting, stockholders provided advisory
approval of the compensation of our executives disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure
rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the Annual Meeting with respect to this
matter:
| | |
Votes in
Favor | | |
Votes
Against | | |
Votes
Abstaining | |
| Advisory approval of executive compensation | |
| 530,864 | | |
| 29,543 | | |
| 17,319 | |
There were 37,528 broker non-votes with respect
to this matter.
Frequency of Executive Compensation Votes
At the Annual Meeting, stockholders provided advisory
approval for holding future advisory votes on executive compensation every 3 years. The following is a summary of the votes cast at the
annual meeting with respect to this matter:
| | |
Votes for
3 Years | | |
Votes for
2 Years | | |
Votes for
1 Year | | |
Votes
Abstaining | |
| Frequency of executive compensation votes | |
| 540,869 | | |
| 1,078 | | |
| 35,505 | | |
| 274 | |
There were 37,528 broker non-votes with respect
to this matter.
The Company’s board of directors has determined
that the Company will continue to submit the advisory vote to approve the compensation of the Company’s executives to stockholders
every 3 years.
On December 18, 2025, the Company's board of directors
declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 30, 2026 to shareholders of record
as of December 29, 2025. A press release announcing the dividend is set forth in Exhibit 99.1 of this report.
| Item 9.01 | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION |
| | |
| 99.1 | Press release, dated December 18, 2025, issued by AMCON Distributing Company. |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AMCON DISTRIBUTING COMPANY |
| |
(Registrant) |
| |
|
| Date: December 18, 2025 |
|
/s/ Charles J. Schmaderer |
| |
Name: |
Charles
J. Schmaderer |
| |
Title: |
Vice
President, Chief Financial Officer and Secretary |
