8-K
Escalade Inc (ESCA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 26, 2022
ESCALADE, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-6966 | 13-2739290 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 817 Maxwell **** Avenue, Evansville, Indiana | 47711 |
| (Address of Principal Executive Offices) | (Zip Code) |
(812) 467-1358
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ☐ | 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 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Exchange on which registered |
|---|---|---|
| Common Stock, No Par Value | ESCA | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security Holders
On April 26, 2022, Escalade, Incorporated (“Escalade” or the “Company”) held its Annual Meeting of Stockholders for which Escalade’s Board of Directors (the “Board”) solicited proxies. At the Annual Meeting, the stockholders voted on the election of directors, the appointment of the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year and the approval, by non-binding vote, of the compensation of named executive officers.
In the election of directors, as described in the Company’s proxy statement relating to the Annual Meeting, the nominees presented for election include current directors, Richard F. Baalmann, Jr., Patrick J. Griffin, Edward E. Williams, Walter P. Glazer, Jr., Katherine F. Franklin, and Anita Sehgal. Each individual elected will serve a one year term, expiring at the 2023 Annual Meeting or until their successors are elected and qualified. The results of the voting in the election of directors are as follows:
| Number of Votes | ||||
|---|---|---|---|---|
| Director Nominee | For | Withheld | ||
| Walter P. Glazer, Jr. | 7,683,621 | 35,615 | ||
| Katherine F. Franklin | 7,534,021 | 185,215 | ||
| Edward E. Williams | 7,545,030 | 174,206 | ||
| Richard F. Baalmann, Jr. | 7,545,662 | 173,574 | ||
| Patrick J. Griffin | 7,582,706 | 136,530 | ||
| Anita Sehgal | 7,708,669 | 10,567 |
Therefore, Messrs. Glazer, Williams, Baalmann, and Griffin and Mses. Franklin and Sehgal were elected to the Board. There were 4,783,556 broker non-votes with respect to the election of each of the nominees.
As to the appointment of the firm, BKD, LLP, to serve as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year, the Company’s stockholders ratified such appointment by a vote of 12,456,074 shares FOR, 41,052 shares AGAINST, and 5,666 shares ABSTAINED, with no broker non-votes. Therefore, the appointment of BKD, LLP was approved.
As to the approval, by non-binding vote, of the compensation of our named executive officers the Company’s stockholders ratified by a vote of 6,852,601 shares FOR, 797,058 shares AGAINST, and 69,577 shares ABSTAINED. There were 4,783,556 broker non-votes. Therefore, the compensation for our named executive officers was approved, by non-binding vote.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated April 26, 2022 |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 26, 2022 | ESCALADE, INCORPORATED | |
|---|---|---|
| By: | /s/ STEPHEN R. WAWRIN | |
| Stephen R. Wawrin, Vice President and Chief Financial Officer |
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ex_363960.htm
EXHIBIT 99.1
Anita Sehgal Elected to the Board of Directors of Escalade, Inc.
Senior Executive for Houston Astros to Bring Marketing and Retail Expertise to Expanded Board
EVANSVILLE, Ind., April 26, 2022 – **** Escalade, Inc. (NASDAQ: ESCA, or the “Company”), a leading manufacturer and distributor of sporting goods and indoor/outdoor recreational equipment, today announced that it has increased the size of the Company's Board of Directors (the "Board") from five to six members, and that Anita Sehgal has been elected to the Board at the Company’s Annual Meeting of Shareholders.
Ms. Sehgal currently serves as the Senior Vice President, Marketing & Communications for the Houston Astros, LLC, a Major League Baseball franchise and is entering her eighth season. Prior to joining the Houston Astros, Ms. Sehgal developed extensive experience in various strategic marketing functions with several entities including as: Senior Vice President, Marketing & Advertising, Academy + Outdoors, Inc from 2009-2014; Director, Customer Experience, Best Buy Canada, a consumer electronics retailer (2004-2009); Director, Marketing, Forzani, Group Ltd., a large Canadian sporting goods retailer (2000-2004); and various marketing roles prior thereto with Critical Mass, Inc. a digital marketing agency, Canadian Airlines International Ltd., a Canadian airline; BC Tel, a British Columbia telephone company; SaskTel, a Saskatchewan telecommunications firm, and Bi-Rite Drugs, Ltd., a Canadian retail pharmacy chain.
Ms. Sehgal served on the board of the Texas Dow Employees Credit Union for the past six and a half years and is currently on the board of Reitman’s Canada Ltd., a publicly traded Canadian retailing company specializing in women’s clothing since 2021. She has also been a board member of Women in Sports and Entertainment (WISE) since 2017 and has been on the board of Boys & Girls Clubs of America’s Greater Houston Chapter since 2012. Ms. Sehgal earned a Bachelor’s degree in Business Administration with a specialization in Marketing and Human Resources from the University of Regina in Saskatchewan, Canada and completed the Executive Leadership Institute program at Dartmouth College.
"Anita is a great addition to our Board," commented Walt Glazer, Chairman of the Company's Board of Directors. "Her industry knowledge and her experience as a public company director will be valuable to Escalade. We look forward to her insights and leadership, especially in consumer engagement, branding, and digital marketing as we continue on our journey of connecting family and friends, creating memorable moments, and playing life to its fullest."
“I am thrilled to be joining the team at Escalade as an independent Board Director,” states Ms. Sehgal. “I look forward to supporting the continued growth of the organization and working alongside this dynamic and talented group of executives and fellow Board members.”
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ABOUT ESCALADE, INC
Founded in 1922, and headquartered in Evansville, Indiana, Escalade designs, manufactures, and sells sporting goods, fitness, and indoor/outdoor recreation equipment. Our mission is to connect family and friends creating lasting memories. Leaders in our respective categories, Escalade’s brands include Brunswick Billiards®; STIGA® table tennis; Accudart®; RAVE Sports® water recreation; Victory Tailgate® custom games; Onix® pickleball; Goalrilla™ basketball; Lifeline® fitness; Woodplay® playsets; and Bear® Archery. Escalade’s products are available online and at leading retailers nationwide. For more information about Escalade’s many brands, history, financials, and governance please visit www.escaladeinc.com.
INVESTOR RELATIONS CONTACT
Patrick Griffin
Vice President - Corporate Development & Investor Relations
812-467-1358
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to achieve its business objectives, especially with respect to its Sporting Goods business on which it has chosen to focus; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market and/or inclusion in market indices such as the Russell 2000; Escalade’s ability to obtain financing and to maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; risks related to data security of privacy breaches; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission. Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this report.
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