CRMT Americas Car Mart Inc

As filed with the Securities and Exchange Commission on September 17, 2024

Registration No. 333-__________

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________

 

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

 

Texas (State or other jurisdiction of incorporation or organization)

63-0851141 (IRS Employer Identification Number)

 

1805 North 2nd Street, Suite 401, Rogers, AR		72756
(Address of Principal Executive Offices)		(Zip Code)

 

____________________

 

 

AMERICA’S CAR-MART, INC. 2024 EQUITY INCENTIVE PLAN

(Full title of the plan)

____________________

 

Vickie D. Judy Chief Financial Officer America’s Car-Mart, Inc. 1805 North 2nd Street, Suite 401 Rogers, Arkansas 72756 Telephone: (479)464-9944 (Name, address and telephone number, including area code, of agent for service)

Copy to: Courtney C. Crouch, III Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. 425 West Capitol Avenue, Suite 1800 Little Rock, Arkansas 72201 Telephone: (501) 688-8822 Facsimile: (501) 918-7822

 

____________________

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐ 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 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by America’s Car-Mart, Inc., a Texas corporation (the “Corporation” or the “Registrant”) to register 500,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the America’s Car-Mart, Inc. 2024 Equity Incentive Plan (the “Plan”).

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in this Part I will be sent or given to employees participating in the Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the Note in the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Corporation hereby incorporates by reference into this registration statement the following documents previously filed with the Commission:

 

(1)       The Corporation’s Annual Report on Form 10-K for the year ended April 30, 2024, filed with the Commission on July 15, 2024, including those portions of the Corporation’s Proxy Statement on Schedule 14A filed with the Commission on July 16, 2024 that are specifically incorporated into such Annual Report on Form 10-K;

 

(2)       The Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, filed with the Commission on September 16, 2024;

 

(3)        The Corporation’s Current Reports on Form 8-K filed with the Commission on June 27, 2024, July 18, 2024 and August 30, 2024, in each case except to the extent furnished but not filed; and

 

(4)        The description of the Common Stock contained in the Corporation’s Registration Statement on Form 10 filed with the Commission on December 23, 1986, as updated by the description of the Common Stock contained in Exhibit 4.1 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the Commission on July 2, 2021, including any amendment or report filed with the Commission for the purpose of updating such description.

 

In addition, all documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portions of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K, including exhibits related thereto) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Corporation’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Report. The Corporation’s Exchange Act file number with the Commission is 000-14939.

 

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

As permitted by Section 7.001 of the Texas Business Organizations Code, the articles of incorporation of the Corporation provide for the elimination of monetary liability of directors of the Corporation, except for (i) any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) any act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or that involves intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived any improper personal benefit, or (iv) any act or omission where the liability of the director is expressly provided by statute.

 

The Corporation’s bylaws provide that to the extent that a director or officer has been successful in the defense of any proceeding to which he was a party by virtue of his being a director or officer of the Corporation, the Corporation shall indemnify the director or officer for reasonable expenses incurred therewith.

 

In addition, the Corporation may indemnify a director or officer of the Corporation who is or is threatened to be made a named defendant or respondent in a proceeding because he is or was a director or officer against liability incurred in the proceeding if he acted in his official capacity and in a manner he reasonably believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; except that, in general, no indemnification shall be made in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation or in connection with any other proceeding in which a director or officer is adjudged liable on the basis that personal benefit was improperly received by him. If the person is found liable to the Corporation on the basis that personal benefit was improperly received by the person, the Corporation may indemnify that person, but such indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation.

 

Chapter 8 of the Texas Business Organizations Code sets forth the applicable terms, conditions, and limitations governing the indemnification of officers, directors and other persons.

 

The Corporation also maintains insurance on behalf of its directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of such status.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibits 4.1-4.8 to the Corporation’s Registration Statement on Form S-8 filed with the Commission on November 16, 2005 (Commission File No. 333-129727)).
4.2		Amended and Restated Bylaws of the Corporation dated December 4, 2007 (incorporated by reference to Exhibit 3.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 filed with the Commission on December 7, 2007).
4.3		Amendment No. 1 to the Amended and Restated Bylaws of the Corporation dated February 18, 2014 (incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on February 19, 2014).
5.1		Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
23.1		Consent of Grant Thornton LLP
23.2		Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1)
24.1		Power of Attorney (contained on signature page hereto)
99.1		America’s Car-Mart, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on August 30, 2024).
99.2		Form of Restricted Stock Agreement under the America’s Car-Mart, Inc. 2024 Equity Incentive Plan
99.3		Form of Stock Option Agreement under the America’s Car-Mart, Inc. 2024 Equity Incentive Plan
107		Calculation of Filing Fee Table

 

Item 9. Undertakings.

 

(a)       The undersigned registrant hereby undertakes:

 

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)       The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rogers, State of Arkansas, on this 17th day of September, 2024.

 

 

	AMERICA’S CAR-MART, INC.
	By:	/s/ Vickie D. Judy
		Vickie D. Judy
		Chief Financial Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas W. Campbell and Vickie D. Judy, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/ Douglas W. Campbell   Douglas W. Campbell	President, Chief Executive Officer and Director (Principal Executive Officer)	September 17, 2024
/s/ Vickie D. Judy   Vickie D. Judy	Chief Financial Officer (Principal Financial and Accounting Officer)	September 17, 2024
/s/ Joshua G. Welch   Joshua G. Welch	Chairman of the Board and Directors	September 17, 2024
/s/ Ann G. Bordelon   Ann G. Bordelon	Director	September 17, 2024
/s/ Jonathan Z. Buba   Jonathan Z. Buba	Director	September 17, 2024
/s/ Julia K. Davis   Julia K. Davis	Director	September 17, 2024
/s/ Daniel J. Englander   Daniel J. Englander	Director	September 17, 2024
/s/ Dawn C. Morris   Dawn C. Morris	Director	September 17, 2024
/s/ Jeffrey A. Williams   Jeffrey A. Williams	Director	September 17, 2024

 

Exhibit 5.1

 

 

September 17, 2024

 

America’s Car-Mart, Inc.

1805 North 2nd Street, Suite 401

Rogers, Arkansas 72756

 

Re:

Registration Statement on Form S-8 – America’s Car-Mart Inc. 2024 Equity Incentive Plan

 

Ladies and Gentlemen:

 

We have acted as counsel to America’s Car-Mart, Inc., a Texas corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) registering 500,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share, subject to issuance by the Company under the Company’s 2024 Equity Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

In so acting we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Registration Statement, (b) the Articles of Incorporation of the Company, as amended, (c) the Amended and Restated Bylaws of the Company, as amended, (d) the Plan, and (e) such other documents, records, certificates and other instruments as in our judgment are necessary or appropriate for purposes of this opinion. We have assumed that (i) the Shares will be issued for consideration consisting of any tangible or intangible benefit to the Company, cash, services performed or a contract for services to be performed, a security of the Company or other property of any kind or nature; (ii) the consideration will not be less than the par value of the Shares; and (iii) the Shares were or will be issued in compliance with applicable federal and state securities laws and in accordance with the Plan.

 

In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies and telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. | Attorneys at Law

MitchellWilliamsLaw.com

America’s Car-Mart, Inc.

September 17, 2024

Page 2

 

This opinion letter is based as to matters of law solely on the Texas Business Organizations Code. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable.

 

Our opinion represents the reasoned judgment of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., as to certain matters of law based upon facts presented to us or assumed by us and should not be considered or construed as a guaranty. Our opinion is subject to future changes in law or fact, and we disclaim any obligation to advise you of or update this opinion for any changes of applicable law or facts that may affect matters or opinions set forth herein.

 

This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

	Very truly yours,
	/s/ Mitchell, Williams, Selig,
	Gates & Woodyard, P.L.L.C.
	mitchell, williams, selig,
	gates & woodyard, p.l.l.c.

 

 

 

 

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our reports dated July 15, 2024 with respect to the consolidated financial statements and internal control over financial reporting of America’s Car-Mart, Inc. included in the Annual Report on Form 10-K for the year ended April 30, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

 

Tulsa, Oklahoma
September 17, 2024

Exhibit 99.2

 

AMERICA’S CAR-MART, INC.

2024 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

You have been selected to receive the following Award under the America’s Car-Mart, Inc. 2024 Equity Incentive Plan (the “Plan”):

 

	Participant:
	Award Date:
	Number of Shares of Restricted Stock Awarded:
	Period(s) of Restriction:	Shares shall vest in _______ (____) equal annual installments, subject to the Participant’s continuous employment or service with the Company or its subsidiaries as of the vesting date and satisfaction of any other conditions set forth in this Agreement or the Plan, as more particularly set forth in the following vesting schedule:
		Vesting Date		Number of Shares

 

THIS AGREEMENT, effective as of the Award Date set forth above, between the Participant (hereinafter “you” or “your”) and America’s Car-Mart, Inc., a Texas corporation (hereinafter the “Company”), is made pursuant to the provisions of the Plan. The capitalized terms appearing in this Agreement shall have the definitions set forth herein, or if not so defined, as ascribed to them in the Plan. The parties hereto agree as follows:

 

1.       Service with the Company. Except as otherwise provided herein, each Award is conditioned on your continuous employment or service with the Company or its subsidiaries from the Award Date through the end of the Period of Restriction with respect to a Share. However, neither this condition nor the Award evidenced by this Agreement will impose upon the Company or its subsidiaries any obligation to retain you in its employment or service for any given period or upon any specific terms.

 

2.       Limitations During Period of Restriction. During the Period of Restriction applicable to any Share, you will not be able to transfer such Share, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. The Company may choose to hold your stock certificates or book-entry account representing the Shares in escrow until the end of your Period of Restriction and then deliver the stock certificates or book-entry account representing the Shares to you as soon as practicable thereafter. If the Company issues such stock certificates or provides a statement representing such book-entry Shares to you prior to the end of your Period of Restriction, a legend may be placed on any such certificate or other document delivered to you indicating restrictions on transferability of the Shares pursuant to this Agreement or any other restrictions that the Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted. You must execute the irrevocable proxy, which is attached to this Agreement as Exhibit A, to grant the Company the right to vote your Shares during the applicable Period of Restriction. You will not have the right to receive any dividends and other distributions paid with respect to your Shares during the Period of Restriction.

 

3.       Lapse of Restrictions. Once your Period of Restriction ends with respect to any Share, you will normally be entitled to all rights of ownership to such Share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

 

4.       Taxes Due On Shares. Normally, when the Period of Restriction ends on any Share, you will be responsible for federal, state, and local taxes (including, without limitation, your FICA obligation) on the current Share value as of the vesting date. The Company has the right to deduct, withhold or take other actions to collect such taxes from you, as described in the Plan; however, any tax liability resulting from this Award remains your responsibility. You may have the right, by properly filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), within thirty (30) days after the initial grant of your Shares hereunder, to elect to be taxed immediately on the value of your Shares in excess of the price paid, determined at date of grant. It is your sole responsibility and not the Company’s to decide whether to make such an election under Section 83(b) of the Code and to timely file all necessary paperwork with the appropriate governmental authorities. If you make an election under Section 83(b) of the Code, you are also required to promptly notify the Company by sending a copy of your written election form to: Vickie D. Judy, Chief Financial Officer, America’s Car-Mart, Inc., 1805 N 2^nd St, Suite 401, Rogers, AR 72756.

 

5.       Effect of Termination. Except as set forth in Section 6 below, if you separate from service with the Company or its subsidiaries for any reason, any Shares which are still subject to a Period of Restriction as of your separation date will be immediately forfeited and returned to the Company. 

 

6.       Change in Control.

 

(a)        Notwithstanding any other provision of this Agreement to the contrary, except as provided in Section 6(b) herein, if a Double Trigger Event occurs in connection with a Change in Control of the Company, unless otherwise provided in any subsequent employment agreement with the Company or any parent, subsidiary or predecessor of the Company (a “Related Company”) (in which case the terms of such employment agreement shall supersede this Section 6), the unvested portion of the Shares held by you on the date of such Double Trigger Event shall automatically become 100% vested as of the date set forth in Section 6(b) below.

 

(b)        Notwithstanding the foregoing, the unvested portion of the Shares held by you on the date of such Double Trigger Event shall not become vested unless, not later than sixty (60) days after the termination date, you have executed a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”), and the period during which the Release may be revoked has expired without you having revoked the Release. Such unvested portion of the Shares shall vest on the first payroll date following the date the Release becomes effective, or, if such 60-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

 

7.       Administration. This Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Administrator may adopt for administration of the Plan. In the event there is any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan shall supersede and replace the inconsistent terms of this Agreement. It is expressly understood that the Administrator is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon you.

 

8.       Amendment, Modification or Termination. The Plan contains certain provisions giving the Administrator the power to amend, modify, or terminate this Award or the Plan at any time. However, except as specifically provided in the Plan, no such termination, amendment, or modification of the Plan or this Award may in any material way adversely affect your rights under this Agreement without your written consent.

 

9.       Governing Law. To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Award Date.

 

		AMERICA’S CAR-MART, INC.
		By:
[Name of Participant]		Vickie D. Judy, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

IRREVOCABLE PROXY

 

The undersigned does hereby irrevocably make, constitute and appoint the Board of Directors (the “Board”) of America’s Car-Mart, Inc., a Texas corporation (hereinafter the “Company”), or such other person or persons as are designated by such Board (in any such case, the “Proxyholder”), as the attorney and proxy of the undersigned, with full power of substitution, to vote all shares of common stock of the Company that the undersigned received or otherwise elected to purchase under the Company’s 2024 Equity Incentive Plan and is or may hereafter be entitled to vote (the “Shares”), at any and all meetings of the stockholders of the Company and to give written consent to any action of the stockholders of the Company.

 

As to each matter submitted to a vote of stockholders (including any action by written consent of the stockholders), the Proxyholder shall cast or withhold the votes to which the Shares are entitled with respect to such matter in proportion to the votes cast or withheld by all other holders of shares of common stock present at the meeting at which such action is taken (or otherwise participating in such action), as follows: (i) the Proxyholder shall cast as affirmative votes a percentage of the total number of votes to which the Shares collectively are entitled on such matter (the “Total Shares Votes”) equal to the percentage of all votes of shares of common stock present at the meeting for, or otherwise participating in, such action which were cast as affirmative votes; (ii) if, in the election of directors of the Company, the holders of shares of common stock are entitled to withhold votes for any director nominee, the Proxyholder shall withhold from each director nominee a percentage of the Total Shares Votes equal to the percentage of all votes of shares of common stock present at the meeting for, or otherwise participating in, such action which were withheld from such nominee; (iii) the Proxyholder shall cast as negative votes a percentage of the Total Shares Votes equal to the percentage of all votes of shares of common stock present at the meeting for, or otherwise participating in, such action which were cast as negative votes; and (iv) if such action is considered and voted on at a meeting of stockholders, the Proxyholder shall refrain from casting a percentage of the Total Shares Votes equal to the percentage of all votes of shares of common stock which were present at such meeting but which abstained from voting in such matter.

 

The undersigned agrees that this Irrevocable Proxy is made irrevocable by him or her and coupled with an interest by the Proxyholder in the Shares, all in accordance with the provisions of Texas law. This Irrevocable Proxy is executed in consideration of the issuance of the Shares to the undersigned pursuant to the Company’s 2024 Equity Incentive Plan.

 

This Irrevocable Proxy shall terminate in its entirety on the date that the Period of Restriction (as defined in the Company’s 2024 Equity Incentive Plan) ends with respect to the Shares.

 

The undersigned executes this Irrevocable Proxy as of this ___ day of _____________, 20__.

 

 

___________________________________

[Name of Participant]

 

 

 

Exhibit 99.3

 

AMERICA’S CAR-MART, INC.

2024 EQUITY INCENTIVE PLAN

 

(Employee Option Agreement)

 

 

THIS OPTION AGREEMENT (the “Option Agreement”) is made effective as of [•] (the “Grant Date”) between AMERICA’S CAR-MART, INC., a Texas corporation (the “Company”), and [•], an employee of the Company (the “Optionee”).

 

In furtherance of the purposes of the America’s Car-Mart, Inc. 2024 Equity Incentive Plan, as it may be hereafter amended (the “Plan”), the Company and the Optionee hereby agree as follows:

 

1.       Incorporation of the Plan. The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.

 

2.        Grant and Term of Option. The Company hereby grants to the Optionee pursuant to the Plan the right and option (the “Option”) to purchase all or any part of an aggregate of [•] shares (the “Shares”) of the Common Stock of the Company at an Option Price of [•] Dollars and [•] Cents ($[•])] per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in this Option Agreement or the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which marks the tenth (10^th) anniversary of the Grant Date.

 

3.       Vesting and Exercise. Except as otherwise provided herein, the Option shall vest in [•] ([•]) equal annual installments, subject to the Optionee’s continuous employment or service with the Company or its subsidiaries as of the vesting date and satisfaction of any other conditions set forth in this Option Agreement or the Plan, as more particularly set forth in the following vesting schedule (the “Vesting Schedule”):

 

Vesting Date	Number of Shares Subject to Vested Portion of Option
___________________________	___________________________
___________________________	___________________________
___________________________	___________________________

 

The Option may be exercised from time to time, in accordance with the terms of this Option Agreement and Sections 6(c)(iii) and 6(d) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.

 

4.       No Employment or Other Rights. Nothing contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except as otherwise expressly provided in this Option Agreement or the Plan, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option (whether vested or unvested) shall terminate upon termination of the Optionee’s Continuous Service with the Company.

 

5.       Restrictions on Transfer. Except as may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

 

6.       Termination of Relationship as a Service Provider.

 

(a)       If you cease to be a Service Provider, other than upon your termination as the result of your death or Disability, you may exercise your Option to the extent that the Option is vested on the date of termination, if at all, prior to the first to occur of the following (as applicable, the “Termination Date”): (A) the date that is three (3) months following your termination; (B) the expiration of the term of the Option as set forth herein; or (C) the tenth (10^th) anniversary of the grant date. If you die following the date of your termination and prior to the earlier of the dates specified in subclauses (A), (B) and (C) of this paragraph, then the Option shall be exercisable until the earlier to occur of the following (X) the first anniversary following your termination; (Y) the expiration of the term of the Option as set forth herein; or (Z) the tenth (10^th) anniversary of the grant date. The Option will terminate on the Termination Date to the extent not exercised.

 

(b)       If you cease to be a Service Provider as a result of your Disability, you may exercise your Option to the extent the Option is vested on the date of termination, if at all, prior to the date that is twelve (12) months following your termination, at which time the Option will terminate to the extent is it not exercised.

 

(c)       If you die while a Service Provider, the Option may be exercised following your death to the extent that the Option is vested on the date of death by your designated beneficiary, provided such beneficiary has been designated prior to your death in a form acceptable to the Administrator. If no such beneficiary has been designated by you, then such Option may be exercised by the personal representative of your estate or by the person(s) to whom the Option is transferred pursuant to your Last Will and Testament or in accordance with the laws of descent and distribution. The Option (to the extent vested on the date of death) will remain exercisable for twelve (12) months following your death, at which time the Option will terminate to the extent is it not exercised.

 

7.       Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel this Option Agreement or the Plan, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Optionee’s material rights under this Option Agreement without the Optionee’s consent.

 

8.       Assignment. The Company may assign any of its rights under this Option Agreement. This Option Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Option Agreement will be binding upon the Optionee and the Optionee’s beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of intestate succession.

 

9.       Applicable Law. Except as otherwise provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Texas.

 

 

 

[This Page Intentionally Short; Signatures on Following Page]

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, this Option Agreement has been signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.

 

 

	AMERICA’S CAR-MART, INC.
	Name:	Vickie D. Judy
	Title:	Chief Financial Officer
	OPTIONEE
	Name: [Name]

 

 

 

 

 

 

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

America’s Car-Mart, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

 

	Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)					Proposed Maximum Offering Price Per Unit (2)						Maximum Aggregate Offering Price (2)				Fee Rate						Amount of Registration Fee (2)
	Equity		Common stock, par value $0.01 per share		Other			500,000					$	46.77			$		23,385,000(2)						0.00014760			$	3,451.63
	Total Offering Amounts																$		23,385,000									$	3,451.63
	Total Fee Offsets																											$	--
	Net Fee Due																											$	3,451.63

(1)

Pursuant to Rule 416, this registration statement is deemed to include additional shares of the registrant’s common stock, par value $0.01 per share (“Common Stock”), issuable under the terms of the America’s Car-Mart, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, to be equal to $46.77 per share, the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on September 12, 2024.

 

Table 2: Fee Offset Claims and Sources

 

N/A

 

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