Americas Carmart Inc 8-K, filed Sep 24, 2026
Americas Carmart Inc (CRMT)
About this 8-K
Americas Carmart Inc filed this 8-K on September 24, 2026, reporting on events of September 23, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2026 annual meeting of stockholders of America’s Car-Mart, Inc. (the “Company”), held on September 23, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the America’s Car-Mart, Inc. 2024 Equity Incentive Plan (the “Plan”). The Amendment increases the maximum aggregate number of shares of common stock authorized for issuance under the Plan by 1,000,000 shares, from 500,000 shares to 1,500,000 shares. The Amendment also increases the maximum aggregate number of shares that may be issued upon the exercise of incentive stock options under the Plan from 500,000 shares to 1,500,000 shares. The Amendment became effective upon stockholder approval at the Annual Meeting. A description of the material terms of the Plan is contained under “Proposal No. 4 – Approval of the Amendment to the America's Car-Mart, Inc. 2024 Equity Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 14, 2026, which description is incorporated herein by reference. Copies of the Plan and the Amendment are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The record date for such meeting was July 31, 2026, on which date there were a total of 8,663,493 shares of common stock outstanding and entitled to vote. The following matters were voted upon by the Company’s stockholders at the annual meeting. The numbers of votes cast for, against or withheld as well as the number of abstentions and broker non-votes, for each of these matters are set forth below.
1. To elect directors for a term of one year:
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | ||||
| Jonathan Z. Buba | 3,094,552 | 25,185 | 4,889 | 2,524,832 | |||
| Douglas W. Campbell | 2,950,060 | 169,790 | 4,776 | 2,524,832 | |||
| Daniel J. Englander | 3,079,838 | 43,910 | 878 | 2,524,832 | |||
| Brandi N. Joplin | 3,098,389 | 20,987 | 5,250 | 2,524,832 | |||
| Dawn C. Morris | 3,077,610 | 41,911 | 5,105 | 2,524,832 | |||
| Gilbert E. Nathan | 3,074,334 | 45,184 | 5,108 | 2,524,832 | |||
| Adam C. Paul | 3,078,429 | 41,065 | 5,132 | 2,524,832 | |||
| Michael J. Wartell | 3,070,770 | 53,132 | 724 | 2,524,832 | |||
| Joshua G. Welch | 3,079,588 | 44,497 | 541 | 2,524,832 | |||
| Jeffrey A. Williams | 3,026,387 | 97,684 | 555 | 2,524,832 |
2. To approve an advisory resolution regarding the Company’s compensation of its named executive officers.
| Votes For | 3,030,268 |
| Votes Against | 93,365 |
| Votes Abstained | 993 |
| Broker Non-Votes | 2,524,832 |
3. To ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2027.
| Votes For | 5,628,340 |
| Votes Against | 17,181 |
| Votes Abstained | 3,937 |
| Broker Non-Votes | 0 |
4. To approve an amendment to the America’s Car-Mart, Inc. 2024 Equity Incentive Plan, increasing the number of shares authorized for issuance under the plan by 1,000,000.
| Votes For | 2,051,933 |
| Votes Against | 1,069,343 |
| Votes Abstained | 3,350 |
| Broker Non-Votes | 2,524,832 |
No additional business or other matters came before the meeting or any adjournment thereof.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | America’s Car-Mart, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2024) | |
| 10.2 |
Amendment No. 1 to the America's Car-Mart, Inc. 2024 Equity Incentive Plan | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| America’s Car-Mart, Inc. | |
| Date: September 24, 2026 | /s/ Marie Persichetti |
| Marie Persichetti | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 10.2
Amendment No. 1 to 2024 Equity Incentive Plan
AMENDMENT NO. 1 TO AMERICA’S CAR-MART, INC.
2024 EQUITY INCENTIVE PLAN
Adopted August 13, 2026
America’s Car-Mart, Inc., a Texas corporation (the “Company”), hereby amends (this “Amendment”) the America’s Car-Mart, Inc. 2024 Equity Incentive Plan (the “Plan”), as set forth herein.
| 1. | Background Information. The Company originally established the Plan effective as of August 27, 2024, the date on which the Plan was approved by the Company’s stockholders at the Company’s 2024 annual meeting of stockholders. Section 20 of the Plan provides that the board of directors of the Company may at any time amend the Plan, provided that the Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with applicable law, rule or regulation. The listing rules of the NASDAQ Stock Market require the Company to obtain stockholder approval of any amendment to an equity compensation plan of the Company that materially increases the number of shares to be issued under such plan. The Company wishes to amend the Plan as set forth in this Amendment to increase the number of authorized shares that may be issued under the Plan. The Company will submit this Amendment for approval by the requisite vote of stockholders of the Company entitled to vote thereon at the 2026 annual meeting of stockholders to be held on September 23, 2026. |
| 2. | Amendment to Section 3(a) – Stock Subject to the Plan. Paragraph (a) of Section 3 of the Plan is hereby amended in its entirety to read as follows: |
| a. | Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 1,500,000 Shares (the “Share Reserve”). The Shares may be authorized, but unissued, or reacquired Common Stock. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Options is 1,500,000. |
| 3. | Effectiveness. This Amendment shall become effective upon its approval by the stockholders of the Company at the 2026 annual meeting of stockholders. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms. |
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed on this 13th day of August, 2026.
| AMERICA’S CAR-MART, INC. | ||
| By: | /s/ Marie Persichetti | |
| Marie Persichetti | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||