Current Report Filing (8-k)
May 17 2017 - 4:17PM
Edgar (US Regulatory)
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): May 17, 2017 (May 16, 2017)
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-36643
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35-2496142
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 Powell Place
Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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(615) 732-1231
(Registrants 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:
☐
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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).
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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After receiving the requisite number of votes for approval from the stockholders of AAC Holdings, Inc. (the Company) at the
Companys 2017 Annual Meeting of Stockholders (the Annual Meeting), the Company executed (i) the First Amendment (the EIP Amendment) to the AAC Holdings, Inc. 2014 Equity Incentive Plan (the 2014 Equity
Incentive Plan) and (ii) the First Amendment (the ESPP Amendment) to the AAC Holdings, Inc. Employee Stock Purchase Plan (the ESPP), each effective as of May 16, 2017. The EIP Amendment increases the number of
shares of the Companys common stock, par value $0.001 per share (the Common Stock), reserved for issuance under the 2014 Equity Incentive Plan by 1,800,000 shares and the ESPP Amendment increases the number of shares of Common
Stock reserved for issuance under the ESPP by 250,000 shares.
The foregoing description of the EIP Amendment and ESPP Amendment is a
summary and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of each of the 2014 Equity Incentive Plan, as amended by the EIP Amendment and the ESPP, as amended by the ESPP
Amendment, which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting held on
May 16, 2017, a total of 21,610,056 shares of Common Stock out of a total of 24,092,415 shares of Common Stock outstanding and entitled to vote as of the record date for the Annual Meeting, were present in person or represented by proxies. The
following proposals were voted on and approved by the Companys stockholders at the Annual Meeting:
1. The stockholders elected
Jerry D. Bostelman, Lucius E. Burch, III, Michael T. Cartwright, Darrell S. Freeman, Sr., David C. Kloeppel, Jerrod N. Menz, Richard E. Ragsdale and Darryl E. Rouson to serve as directors to hold office until the annual meeting of stockholders to be
held in 2018 and until their successors are duly elected and qualified.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jerry D. Bostelman
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14,028,289
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177,038
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7,404,729
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Lucius E. Burch, III
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14,163,614
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41,713
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7,404,729
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Michael T. Cartwright
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14,162,956
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42,371
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7,404,729
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Darrell S. Freeman, Sr.
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14,021,149
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184,178
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7,404,729
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David C. Kloeppel
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14,164,214
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41,113
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7,404,729
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Jerrod N. Menz
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13,685,638
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519,689
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7,404,729
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Richard E. Ragsdale
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14,126,611
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78,716
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7,404,729
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Darryl E. Rouson
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14,187,305
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18,022
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7,404,729
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2. The stockholders approved the EIP Amendment.
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For
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Against
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Abstentions
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12,518,745
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1,685,215
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1,367
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3. The stockholders approved the material terms of the 2014 Equity Incentive Plan, as amended by the EIP
Amendment, for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
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For
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Against
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Abstentions
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14,095,179
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109,283
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865
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4. The stockholders approved the ESPP Amendment.
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For
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Against
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Abstentions
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14,184,622
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18,748
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1,957
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5. The stockholders ratified the appointment of BDO USA, LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2017.
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For
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Against
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Abstentions
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21,596,424
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12,392
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1,240
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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AAC Holdings, Inc. 2014 Equity Incentive Plan, as amended
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10.2
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AAC Holdings, Inc. Employee Stock Purchase Plan, as amended
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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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AAC HOLDINGS, INC.
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By:
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/s/ Michael T. Cartwright
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Michael T. Cartwright
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Chief Executive Officer and Chairman
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Date: May 17, 2017
EXHIBIT INDEX
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No.
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Exhibit
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10.1
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AAC Holdings, Inc. 2014 Equity Incentive Plan, as amended
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10.2
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AAC Holdings, Inc. Employee Stock Purchase Plan, as amended
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