Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of
held on
Annual Meeting were as follows:
1. Election of Directors:
The following individuals were elected to the Board of Directors for terms that
expire at the next annual meeting of shareholders.
Votes Votes Broker Name For Withheld Non-Votes Class A Directors: Paul G. Alexander 5,897,068 1,645,494 542,613 John M. Fahey, Jr. 5,370,869 2,171,693 542,613 Class B Directors: Helen P. Johnson-Leipold 1,205,822 0 0 Liliann Annie Zipfel 1,205,822 0 0 Katherine Button Bell 1,205,822 0 0 Edward F. Lang 1,205,822 0 0 Richard ("Casey") Sheahan 1,205,822 0 0 Edward Stevens 1,205,822 0 0
Nominations were made by the Board of Directors and no other nominations were
made by any shareholder. All of the nominees were members of the Board of
Directors at the date of the Annual Meeting.
2. Ratification of the Appointment of Independent Registered Public Accountants
for the Company for the Fiscal Year Ending
The shareholders voted to ratify the appointment of
Committee of the Company’s Board of Directors as the Company’s independent
registered public accounting firm for the fiscal year ending
Votes For (1) Votes Against (1) Abstentions (1) Broker Non-Votes (1) 20,112,403 30,252 740 0
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(1) Votes cast for or against and abstentions with respect to this proposal
reflect that holders of Class B shares are entitled to 10 votes per share when
voting together with holders of Class A shares.
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3. Advisory (non-binding) vote on executive compensation:
The shareholders approved the non-binding advisory proposal on executive
compensation as disclosed in the proxy statement for the Annual Meeting of
Shareholders.
Votes For (1) Votes Against (1) Abstentions (1) Broker Non-Votes (1) 19,348,389 215,404 36,989 542,613
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(1) Votes cast for or against and abstentions with respect to this proposal
reflect that holders of Class B shares are entitled to 10 votes per share when
voting together with holders of Class A shares.
4. Advisory (non-binding) vote on the frequency of future advisory votes on
executive compensation:
The shareholders approved a frequency of every year for future advisory
(non-binding) votes on executive compensation.
One Year (1) Two Years (1) Three Years (1) Abstentions (1) Broker Non-Votes (1) 19,014,212 4,708 546,124 35,738 542,613
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(1) Votes cast for or against and abstentions with respect to this proposal
reflect that holders of Class B shares are entitled to 10 votes per share when
voting together with holders of Class A shares.
In accordance with the shareholder voting results, in which every “One Year”
received the highest number of votes cast on the frequency proposal, and the
Board of Directors’ recommendation in the Proxy Statement for the Annual
Meeting, the Company’s Board of Directors has determined that future shareholder
non-binding advisory votes on executive compensation will continue to occur
every one year. Accordingly, the next shareholder non-binding advisory vote on
executive compensation will be held at the Company’s 2024 Annual Meeting of
Shareholders. The next required shareholder non-binding advisory vote regarding
the frequency interval will be held in six years at the Company’s 2029 Annual
Meeting of Shareholders.
5. Proposal to approve and adopt the
Director Stock Ownership Plan:
The shareholders approved the proposal to adopt and approve the
2023 Non-Employee Director Stock Ownership Plan, as disclosed in the proxy
statement for the Annual Meeting of Shareholders.
Votes For (1) Votes Against (1) Abstentions (1) Broker Non-Votes (1) 19,454,134 111,431 35,217 542,613
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(1) Votes cast for or against and abstentions with respect to this proposal
reflect that holders of Class B shares are entitled to 10 votes per share when
voting together with holders of Class A shares.
Item 7.01. Regulation FD Disclosure.
On
announcing that the Company has entered into a definitive agreement to sell the
Eureka! Military and Commercial Tents product lines of its Camping business
segment to
and military tents and structures. The transaction is expected to close by
17, 2023
is attached as Exhibit 99.1 to this report. The attached Exhibit 99.1 is
furnished pursuant to Item 7.01 of Form 8-K.
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The information in this Form 8-K, including under this Item 7.01, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit 99.1 Press Release ofJohnson Outdoors , issuedMarch 3, 2023 .
Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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