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BCS

Current Report · Items 5.07, 8.01, 9.01 · 8-K

AMCON Distributing Co.

DITNYSE_AMERICANEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on Thursday, December 18, 2025, at which Annual Meeting the Company’s stockholders voted upon the following matters: The election of six members of the Company’s board of directors.…

Filed Dec 18, 2025Accepted Dec 18, 2025, 4:21 PM ESTCIK 928465Accession 0001104659-25-122557
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Company context

Current securities

Recent company filings

  1. CERT filingAug 12, 2026
  2. 8-A12B filingAug 12, 2026
  3. Other EventsAug 12, 2026
  4. 10-Q filingAug 5, 2026
  5. Results of Operations and Financial ConditionAug 5, 2026

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on Thursday, December 18, 2025, at which Annual Meeting the Company’s stockholders voted upon the following matters: The election of six members of the Company’s board of directors. The ratification and approval of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year. The advisory approval of the compensation of the Company’s executives disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. An advisory vote on whether future advisory votes on executive officer compensation should occur every 3 years, every 2 years or every 1 year. Election of Directors At the Annual Meeting, Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer each was elected as a director. The following is a summary of the votes cast at the Annual Meeting with respect to the election of directors: Name Votes in Favor Votes Withheld ───────────────────────────────────────────────────────────────── Christopher H. Atayan 572,051 5,675 Jeremy W. Hobbs 575,612 2,114 John R. Loyack 572,059 5,667 Stanley Mayer 572,142 5,584 Timothy R. Pestotnik 550,264 27,462 Andrew C. Plummer 574,919 2,807 There were 37,528 broker non-votes with respect to this matter. Ratification and Approval of Independent Registered Public Accounting Firm At the Annual Meeting, the selection of RSM US LLP as the Company's independent registered public accounting firm for the Company's 2026 fiscal year was ratified and approved. The following is a summary of the votes cast at the Annual Meeting with respect to this matter: Votes in Favor Votes Against Votes Abstaining ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Ratification and approval of the selection of RSM US LLP 610,482 3,081 1,691 There were no broker non-votes with respect to this matter. Advisory Approval of Executive Compensation At the Annual Meeting, stockholders provided advisory approval of the compensation of our executives disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the Annual Meeting with respect to this matter: Votes in Votes Votes Favor Against Abstaining ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Advisory approval of executive compensation 530,864 29,543 17,319 There were 37,528 broker non-votes with respect to this matter. Frequency of Executive Compensation Votes At the Annual Meeting, stockholders provided advisory approval for holding future advisory votes on executive compensation every 3 years. The following is a summary of the votes cast at the annual meeting with respect to this matter: Votes for Votes for Votes for Votes 3 Years 2 Years 1 Year Abstaining ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Frequency of executive compensation votes 540,869 1,078 35,505 274 There were 37,528 broker non-votes with respect to this matter. The Company’s board of directors has determined that the Company will continue to submit the advisory vote to approve the compensation of the Company’s executives to stockholders every 3 years.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On December 18, 2025, the Company's board of directors declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 30, 2026 to shareholders of record as of December 29, 2025. A press release announcing the dividend is set forth in Exhibit 99.1 of this report.
Filed exhibits (1)
EX-99.1 (by filename) tm2533910d1_ex99-1.htm

EX-99.1 2 tm2533910d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AMCON DISTRIBUTING COMPANY ANNOUNCES $0.28 SPECIAL DIVIDEND NEWS RELEASE Omaha, NE, December 18, 2025 - AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska-based Convenience and Foodservice Distributor, is pleased to announce that the Board of Directors of AMCON declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 30, 2026 to shareholders of record as of December 29, 2025. AMCON, and its subsidiaries Team Sledd, LLC and Henry’s Foods, Inc., is a leading Convenience and Foodservice Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products serving thirty-four (34) states from fourteen (14) distribution centers in Colorado, Idaho, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fifteen (15) health and natural product retail stores in the Midwest and Florida. This news release contains forward-looking statements …

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