8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2021

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. ****

(Exact name of registrant as specified in its charter)

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Delaware	001-36401	39-1975614
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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1475 West 9000 , Suite A West Jordan , Utah	84088
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code ( 801 ) 566-6681

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value	SPWH	The Nasdaq Stock Market LLC

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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):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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).

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Emerging growth company ☐

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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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Item 5.07. Submission of Matters to a Vote of Security Holders.

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On May 26, 2021, Sportsman’s Warehouse Holdings, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meetings”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2021. The final voting results for the matters submitted to a vote of stockholders are provided below.

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Proposal 1: The Company’s stockholders elected the three individuals below to serve as Class I directors until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified.

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Nominee	For	Against	Abstain	Broker Non-Vote
Joseph P. Schneider	24,046,830	4,419,056	3,252	5,021,795
Christopher Eastland	28,182,378	283,702	3,058	5,021,795
Philip Williamson	28,148,898	183,262	136,978	5,021,795

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Proposal 2: The Company’s stockholders ratified of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2021

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For	​	Against	Abstain	Broker Non-Votes
33,430,654	​	43,952	16,327	-

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Proposal 3: The Company’s stockholders approved, on an advisory basis, of the Company’s named executive officer compensation

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For	​	Against		Abstain	Broker Non-Votes
27,902,989	​	535,624		30,525	5,021,795

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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.

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​	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
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​	By:	/s/ Robert K. Julian
​	Name:	Robert K. Julian
​	Title:	Secretary and Chief Financial Officer

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Date: May 28, 2021

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