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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/24 Sportsman’s Warehouse Holdin… Inc 10-K 2/03/24 75:9.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.30M 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 44K 3: EX-10.10 Material Contract HTML 156K 4: EX-10.11 Material Contract HTML 117K 5: EX-10.13 Material Contract HTML 24K 6: EX-21.1 Subsidiaries List HTML 24K 7: EX-23.1 Consent of Expert or Counsel HTML 20K 11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K Awarded Compensation 8: EX-31.1 Certification -- §302 - SOA'02 HTML 26K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 26K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 24K 13: R1 Document and Entity Information HTML 95K 14: R2 Consolidated Balance Sheets HTML 130K 15: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K 16: R4 Consolidated Statements of Operations HTML 96K 17: R5 Consolidated Statements of Stockholders' Equity HTML 76K 18: R6 Consolidated Statements of Cash Flows HTML 114K 19: R7 Nature of Business HTML 25K 20: R8 Summary of Significant Accounting Policies HTML 135K 21: R9 Property and Equipment HTML 43K 22: R10 Definite Lived Intangible Assets HTML 66K 23: R11 Leases HTML 100K 24: R12 Accrued Expenses and Other Liabilities HTML 41K 25: R13 Revolving Line of Credit HTML 45K 26: R14 Sale Leaseback Transactions HTML 24K 27: R15 Common Stock HTML 23K 28: R16 Earnings Per Share HTML 57K 29: R17 Stock-Based Compensation HTML 122K 30: R18 Employee Stock Purchase Plan HTML 25K 31: R19 Income Taxes HTML 134K 32: R20 Commitments and Contingencies HTML 26K 33: R21 Retirement Plan HTML 25K 34: R22 Terminated Merger with Great Outdoors Group, LLC HTML 24K 35: R23 Summary of Significant Accounting Policies HTML 200K (Policies) 36: R24 Summary of Significant Accounting Policies HTML 71K (Tables) 37: R25 Property and Equipment (Tables) HTML 40K 38: R26 Definite Lived Intangible Assets (Tables) HTML 64K 39: R27 Leases (Tables) HTML 99K 40: R28 Accrued Expenses and Other Liabilities (Tables) HTML 41K 41: R29 Earnings Per Share (Tables) HTML 55K 42: R30 Stock-Based Compensation (Tables) HTML 102K 43: R31 Income Taxes (Tables) HTML 132K 44: R32 Nature of Business (Details) HTML 23K 45: R33 Summary of Significant Accounting Policies HTML 66K (Details) 46: R34 Summary of Significant Accounting Policies - HTML 27K Revenue Recognition Accounting Policy (Details) 47: R35 Summary of Significant Accounting Policies - HTML 41K Contract Balances (Details) 48: R36 Summary of Significant Accounting Policies - HTML 38K Disaggregation of revenue from contracts with customers (Details) 49: R37 Acquisition of Field and Stream Stores (Details) HTML 42K 50: R38 Property and Equipment (Details) HTML 38K 51: R39 Definite Lived Intangible Assets (Details) HTML 35K 52: R40 Definite Lived Intangible Assets - Additional HTML 23K Information (Details) 53: R41 Leases (Details) HTML 35K 54: R42 Leases - Lease Expense (Details) HTML 29K 55: R43 Leases - Other Information (Details) HTML 30K 56: R44 Leases - ASC 842 Maturities (Details) HTML 45K 57: R45 Accrued Expenses and Other Liabilities (Details) HTML 36K 58: R46 Revolving Line Of Credit (Details) HTML 79K 59: R47 Sale Leaseback Transactions (Details) HTML 32K 60: R48 Common Stock (Details) HTML 22K 61: R49 Earnings Per Share (Details) HTML 57K 62: R50 Stock-Based Compensation - Additional Information HTML 84K (Details) 63: R51 Stock-Based Compensation (Details) HTML 57K 64: R52 Employee Stock Purchase Plan (Details) HTML 38K 65: R53 Income Taxes - Provision for Income Tax (Details) HTML 42K 66: R54 Income Taxes - Schedule of Federal Statutory Tax HTML 37K Rate (Details) 67: R55 Income Taxes - Schedule of Deferred Tax Assets and HTML 61K Liabilities (Details) 68: R56 Income Taxes - Additional Information (Details) HTML 24K 69: R57 Retirement Plan (Details) HTML 22K 70: R58 Terminated Merger with Great Outdoors Group, LLC HTML 23K (Details) 72: XML IDEA XML File -- Filing Summary XML 130K 75: XML XBRL Instance -- spwh-20240203_htm XML 1.80M 71: EXCEL IDEA Workbook of Financial Report Info XLSX 128K 12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 2.99M Linkbases Document -- spwh-20240203 73: JSON XBRL Instance as JSON Data -- MetaLinks 470± 722K 74: ZIP XBRL Zipped Folder -- 0000950170-24-041618-xbrl Zip 545K
EX-97.1 |
Exhibit 97.1
Sportsman’s Warehouse Holdings, Inc.
Incentive Compensation Recoupment Policy
The Board of Directors (the “Board”) of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”). Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
“Accounting Restatement” means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Compensation Committee” means the Compensation Committee of the Board.
“Covered Officer” means each current and former Executive Officer.
“Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company stock price and total stockholder return (“TSR”). A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions). For any compensation plans or programs that take into account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of Recoverable Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing Standards.
“SEC” means the U.S. Securities and Exchange Commission.
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Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX 304”) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment policy and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this Policy shall not be duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment, equity plan, equity award, or other individual agreement except as may be required by law.
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The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion. The Administrator shall amend this Policy as it deems necessary to comply with applicable law or any Listing Standard.
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing Standards, their beneficiaries, heirs, executors, administrators or other legal representatives.
10. Required Filings
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
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Sportsman’s Warehouse Holdings, Inc.
Incentive Compensation Recoupment Policy
Form of Executive Acknowledgment
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the Sportsman’s Warehouse Holdings, Inc. Incentive Compensation Recoupment Policy, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter or other individual agreement with Sportsman’s Warehouse Holdings, Inc. (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
Name:
Title:
Date:
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 4/4/24 | |||
For Period end: | 2/3/24 | |||
10/2/23 | 4, UPLOAD | |||
List all Filings |