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Section 1: 8-K (8-K)

20181010 8K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 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): October 9, 2018

PEAK RESORTS, INC. 

(Exact name of registrant as specified in its charter)



 

 

 

 

Missouri

 

001-35363

 

43-1793922

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation)

 

File Number)

 

Identification No.)



 

 



 

 

17409 Hidden Valley Drive

 

 

Wildwood, Missouri

 

63025

(Address of principal executive offices)

 

(Zip Code)



(636) 938-7474 

(Registrant’s telephone number, including area code)



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:



Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



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

On October 9, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (i) the election of eight directors, each to serve for a one-year term until the Company’s 2019 Annual Meeting of Stockholders; and (ii) the ratification of the selection of RSM US LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2019. Pursuant to the terms of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), which is convertible into shares of the Company’s common stock, the holder of the Series A Preferred Stock was entitled to vote, on an as-converted basis, together with holders of the Company’s common stock on all matters submitted to a vote at the Annual Meeting. The information reported below includes the tabulation of votes of holders of both the Company’s common stock and Series A Preferred Stock.  

The Company's stockholders voted as follows on these matters: 

1.

The Company's stockholders elected the eight director nominees as follows: 



 

 

 

 

 

 

 

 

NOMINEE

 

FOR

 

      AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

Timothy D. Boyd

 

8,843,411 

 

928,615 

 

21,344 

 

5,436,902 

Stephen J. Mueller

 

8,659,305 

 

1,113,801 

 

20,294 

 

5,436,902 

Richard K. Deutsch

 

8,837,809 

 

935,297 

 

20,294 

 

5,436,902 

Stanley W. Hansen

 

8,746,766 

 

1,026,340 

 

20,294 

 

5,436,902 

Carl E. Kraus

 

8,987,687 

 

785,319 

 

20,394 

 

5,436,902 

Christopher S. O’Connor

 

9,311,192 

 

461,864 

 

20,344 

 

5,436,902 

David W. Braswell

 

8,622,093 

 

1,152,413 

 

18,894 

 

5,436,902 

Rory A. Held

 

9,311,373 

 

461,683 

 

20,344 

 

5,436,902 



 

 

 

2. The Company's stockholders ratified the selection of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2019 as follows: 



 

 

 

 

 

 



 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

15,129,111

 

66,972

 

      34,219

 

0



Item 8.01. Other Events. 

On October 9, 2018, the Company announced that its board of directors declared a cash dividend of $0.07 per share of the Company’s common stock payable on November 27, 2018, to stockholders of record of the common stock on November 15, 2018. The Company also announced that in accordance with the terms of the Series A Preferred Stock, the board of directors declared a Series A Preferred Stock cash dividend of $20.00 per share of Series A


 

Preferred Stock payable on November 27, 2018 to stockholders of record of Series A Preferred Stock on November 15, 2018.  

A copy of the press release announcing these dividends is filed hereto as Exhibit 99.1 and incorporated herein by reference.





Item 9.01.Financial Statements and Exhibits. 

(d) Exhibits.





 

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release of Peak Resorts, Inc. Dated October 9, 2018



 

 






 

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.



Dated: October 9, 2018 



 

 



 

 



PEAK RESORTS, INC.
(Registrant)



 



 



By:

/s/ Christopher J. Bub



Name:

Christopher J. Bub



Title:

Chief Financial Officer






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Section 2: EX-99.1 (EX-99.1)

20181010 Ex991

Picture 2                                                                             Exhibit 99.1



News Announcement             For Immediate Release 

PEAK RESORTS DECLARES QUARTERLY CASH DIVIDEND OF $0.07 PER SHARE



Wildwood, MissouriOctober 9, 2018 – Peak Resorts, Inc. (NASDAQ:SKIS) (“Peak” or the “Company”), a leading owner and operator of high-quality, individually branded U.S. ski resorts, announced today that its Board of Directors has declared a quarterly cash dividend of $0.07 per outstanding share of its common stock. The cash dividend is payable on November 27, 2018 to common shareholders of record as of November 15, 2018 and represents an annualized yield of 5.3% based on the $5.27 per share closing price of the Company’s stock on October 9, 2018.



About Peak Resorts

Headquartered in Missouri, Peak Resorts is a leading owner and operator of high-quality, individually branded ski resorts in the U.S. The company operates 14 ski resorts primarily located in the Northeast and Midwest, 13 of which are company owned.



The majority of the resorts are located within 100 miles of major metropolitan markets, including New York City, Boston, Philadelphia, Cleveland and St. Louis, enabling day and overnight drive accessibility. The resorts under the company's umbrella offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction and mountain biking and other summer activities. To learn more, visit the company’s website at ir.peakresorts.com or follow Peak Resorts on Facebook for resort updates.



For further information, or to receive future Peak Resorts news announcements via e-mail, please contact JCIR, at 212-835-8500 or skis@jcir.com.



Forward Looking Statements

This news release contains forward-looking statements regarding the future outlook and performance of Peak Resorts, Inc., within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties are discussed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended April 30, 2018, filed with the Securities and Exchange Commission (the “SEC”), and as updated from time to time in the company’s filings with the SEC.  Peak Resorts undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.



Investor Contact:

Norberto Aja, Jim Leahy, Joseph Jaffoni

JCIR

212-835-8500 or skis@jcir.com





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