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Get filing alertsSportsman's Warehouse shareholders approve 1.9M share expansion of equity compensation plan
Filed May 28, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
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Stockholders approved expanding the 2019 Performance Incentive Plan by 1,928,000 shares, bringing total authorized shares for employee stock awards to 8,167,492. This allows continued equity-based compensation for management and employees.
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All six director nominees elected to one-year terms through 2027 annual meeting: Martha Bejar, Richard McBee, Steven Sansom, Paul Stone, Michael Tucci, and Nancy A. Walsh.
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Shareholders approved executive compensation on advisory basis (21.4M for vs 1.4M against) and voted to hold say-on-pay votes annually going forward.
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Grant Thornton LLP ratified as independent auditor for fiscal 2026 with overwhelming shareholder support (30.5M votes for).
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Summary
Sportsman's Warehouse held its 2026 annual meeting on May 27, where shareholders approved a significant expansion of the company's equity compensation plan. The Second Amended and Restated 2019 Performance Incentive Plan adds 1.9 million shares to the pool available for employee stock awards, increasing the total authorization to approximately 8.2 million shares. This expansion gives management continued flexibility to use stock-based compensation to attract and retain talent, though it also means potential dilution for existing shareholders.
The meeting was otherwise routine, with all director nominees winning re-election and shareholders endorsing executive pay practices. The company will continue holding annual say-on-pay votes as shareholders prefer. For investors, the key item to monitor is how aggressively management uses the expanded share pool over the next year—watch for equity grant disclosures in quarterly proxy filings and whether the dilution is offset by business performance improvements.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Board approved amending the 2019 Performance Incentive Plan, subject to stockholder approval.
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On March 25, 2026, the Board of Directors (the “Board”) of Sportsman’s Warehouse Holdings, Inc. (the “Company”) approved amending and restating the Company’s Amended and Restated 2019 Performance Incentive Plan (the “Amended 2019 Plan”), subject to stockholder approval of the amendments to the Amended 2019 Plan.
The Board approved changes to the company's equity compensation plan on March 25, 2026. The amendments require stockholder approval before taking effect. The filing does not specify what changes were made to the plan.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Stockholders approved equity plan expansion, director elections, executive compensation, auditor ratification, and annual say-on-pay votes.
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The Company’s stockholders elected the six individuals below to serve on the Board until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.
All six director nominees were elected to serve one-year terms: Martha Bejar, Richard McBee, Steven Sansom, Paul Stone, Michael Tucci, and Nancy A. Walsh. All nominees received majority support, with vote totals ranging from approximately 20.4 million to 23.2 million shares in favor.
Event · Item 9.01 — Financial Statements and Exhibits
SPWH filed its Second Amended and Restated 2019 Performance Incentive Plan as an exhibit; no material business event disclosed.
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Exhibit 99.1. Sportsman’s Warehouse Holdings, Inc.’s Second Amended and Restated 2019 Performance Incentive Plan
The company filed its Second Amended and Restated 2019 Performance Incentive Plan as an exhibit. This is a routine filing disclosing updates to the company's equity compensation framework for employees and executives. Without the full exhibit text, the specific amendments are not detailed in the 8-K body.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify