AMCON Distributing (NYSE American: DIT) special dividend and meeting votes

Rhea-AI Filing Summary

AMCON Distributing Company reported the results of its latest annual shareholder meeting and announced a special cash dividend to common stockholders.

All six nominated directors were elected, and stockholders ratified the selection of RSM US LLP as independent registered public accounting firm for the 2026 fiscal year. Stockholders also gave advisory approval to the company’s executive compensation program and supported holding future advisory votes on pay every three years, which the board agreed to continue.

The board declared a special cash dividend of $0.28 per common share, payable on January 30, 2026 to shareholders of record on December 29, 2025, providing an additional cash distribution to equity holders.

Insights

Corporate governance and capital allocation analyst

AMCON combined routine governance approvals with a one-time cash dividend to shareholders.

Stockholders elected all nominated directors and ratified RSM US LLP as auditor for the 2026 fiscal year, signaling broad support for the existing board and audit oversight. Advisory votes also backed the current executive compensation program and favored holding say-on-pay votes every three years, a schedule the board chose to maintain.

Separately, the board declared a special cash dividend of $0.28 per common share, payable on January 30, 2026 to holders of record on December 29, 2025. This one-time dividend returns cash directly to shareholders, while the core governance outcomes indicate continuity in leadership, pay practices, and audit arrangements.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/18/2025 - 04:21 PM Learn about SEC filing dates

FAQ

What special dividend did AMCON Distributing (DIT) declare?

AMCON Distributing’s board declared a special cash dividend of $0.28 per common share, payable on January 30, 2026 to shareholders of record on December 29, 2025.

What were the main voting results at AMCON Distributing’s 2025 annual meeting?

Stockholders elected all six director nominees, ratified RSM US LLP as independent registered public accounting firm for the 2026 fiscal year, gave advisory approval of executive compensation, and supported holding advisory votes on pay every 3 years.

How did AMCON Distributing (DIT) shareholders vote on executive compensation?

Shareholders provided advisory approval of AMCON Distributing’s executive compensation program, with more votes cast in favor than against or abstaining, supporting the pay practices described in the proxy materials.

How often will AMCON Distributing hold future advisory votes on executive pay?

Stockholders indicated a preference for a 3-year frequency for advisory votes on executive compensation, and the board determined it will continue to submit the say-on-pay vote to stockholders every three years.

Who is AMCON Distributing’s independent auditor for the 2026 fiscal year?

Shareholders ratified and approved the selection of RSM US LLP as AMCON Distributing’s independent registered public accounting firm for the company’s 2026 fiscal year.

Which directors were elected at AMCON Distributing’s 2025 annual meeting?

The following individuals were elected as directors: Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer.

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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

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:

¨ 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.

Item 8.01 Other Events.

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