Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Johnson Outdoors Form 8-K 3/2/2010 HTML 33K
2: EX-16.1 Ex 16.1 to Johnson Outdoors Form 8-K 3/2/2010 HTML 7K
3: EX-99.1 Ex99.1 to Johnson Outdoors Form 8-K 3/2/2010 HTML 92K
4: EX-99.2 Ex99.2 to Johnson Outdoors Form 8-K 3/2/2010 HTML 29K
(Address
of principal executive offices, including zip
code)
(262)
631-6600
(Registrant's
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 (see General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant's Certifying Accountant
On March 2, 2010,
Johnson Outdoors Inc. (the “Company”) dismissed Ernst & Young LLP as its
independent registered public accounting firm and appointed McGladrey &
Pullen LLP as its new independent registered public accounting firm, subject to
final completion of McGladrey & Pullen LLP’s client acceptance
procedures. The decision to dismiss Ernst & Young LLP and to retain
McGladrey & Pullen LLP was approved by the Company's Audit Committee on
March 2, 2010.
Ernst
& Young LLP's reports on the Company's consolidated financial statements for
each of the fiscal years ended October 2, 2009 and October 3, 2008 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During
the Company's two most recent fiscal years and through March 2, 2010, there were
no disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Ernst & Young LLP's satisfaction, would
have caused them to make reference to the subject matter in connection with
their report on the Company's consolidated financial statements for such years;
and there were no reportable events, as listed in Item 304(a)(1)(v) of SEC
Regulation S-K.
The
Company has provided Ernst & Young LLP with a copy of the foregoing
disclosures and has requested that Ernst & Young LLP review such
disclosures and provide a letter addressed to the Securities and Exchange
Commission as specified by Item 304(a)(3) of Regulation S-K. A
copy of Ernst & Young LLP's letter to the Securities and Exchange Commission
is attached to this report as Exhibit 16.1.
During
the fiscal years ended October 2, 2009 and October 3, 2008, and the subsequent
interim period through March 2, 2010, the Company did not consult with McGladrey
& Pullen LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Section
5 – Corporate Governance and Management
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointmentof
Certain Officers; Compensatory Arrangements of Certain
Officers
At the
annual meeting of shareholders of the Company held on March 2, 2010 (the "Annual
Meeting"), the Company's shareholders approved proposals to adopt the Johnson
Outdoors Inc. 2010 Long-Term Stock Incentive Plan (the "Incentive Plan") and
the Johnson Outdoors Inc. 2009 Employees' Stock Purchase Plan (the
"Purchase Plan"). Copies of the Incentive Plan and the Purchase Plan
are attached hereto as exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Summary
descriptions of the terms of the Incentive Plan and the Purchase Plan are set
forth in the Company's definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on January 20, 2010. The sections
of the definitive proxy statement entitled "Approval of the Adoption of our 2010
Long-Term Stock Incentive Plan" and "Approval of the Adoption of our 2009
Employee Stock Purchase Plan" are incorporated herein by reference.
2
Item
5.07 Submission of Matters to a Vote of Security
Holders
At the
Company's Annual Meeting, the shareholders voted to elect the following
individuals as directors for terms that expire at the next annual
meeting:
Votes
Cast
Votes
Total
For
Withheld
Votes
Cast
Class
A Directors:
Terry E. London
7,197,751
247,003
7,444,754
John M. Fahey, Jr.
7,384,275
60,479
7,444,754
Class
B Directors:
Helen P. Johnson-Leipold
1,206,334
-
1,206,334
Thomas F. Pyle, Jr.
1,206,334
-
1,206,334
W. Lee McCollum
1,206,334
-
1,206,334
Edward F. Lang
1,206,334
-
1,206,334
At the
Annual Meeting, the shareholders voted on two management proposals as set forth
below:
Votes
Cast
Votes
Cast
Abstentions
Total
For
(1)
Against
(1)
And
Broker
Non-votes
(1)
Votes
Cast
Proposal
to adopt and approve the Incentive Plan
16,981,967
2,524,047
2,080
19,508,094
Proposal
to adopt and approve the Purchase Plan
18,511,178
994,864
2,052
19,508,094
(1) Votes
cast for or against and abstentions with respect to the two management proposals
reflect that holders of Class B shares are entitled to 10 votes per share for
matters other than the election of directors.
Exhibit
99.1 – Johnson Outdoors Inc. 2010 Long-Term Stock Incentive
Plan.
Exhibit 99.2
– Johnson Outdoors Inc. 2009 Employees' Stock Purchase
Plan.
3
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.