8-K
BIOLARGO, INC. (BLGO)
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): June 13, 2024
| BioLargo, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 000-19709 | 65-0159115 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 14921 Chestnut St., Westminster, California | 92683 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 400-2863
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | BLGO | OTCQB |
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
BioLargo, Inc. (the “Company”) held its 2024 annual stockholder meeting on June 13, 2024. The following proposals were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:
| 1. | A proposal to elect the following seven individuals to the Company’s Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray; |
|---|---|
| 2. | A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers; |
| --- | --- |
| 3. | A proposal to ratify the appointment of Hacker Johnson & Smith PA as the Company's independent registered public accounting firm for the year ending December 31, 2024; and |
| --- | --- |
| 4. | A proposal to adopt the 2024 Equity Incentive Plan. |
| --- | --- |
A quorum was present in person or by proxy. There were no director nominees other than as set forth above. Each director was elected to the Company’s Board of Directors, and each of proposals 2, 3 and 4 were approved, in accordance with Delaware law and the Company’s bylaws. The voting results are as follows:
| Proposal One | Votes For | Votes Withheld | Broker Non-Vote | ||
|---|---|---|---|---|---|
| Dennis P. Calvert | 95,973,191 | 2,531,303 | 75,196,191 | ||
| Kenneth R. Code | 97,016,500 | 1,487,994 | 75,196,191 | ||
| Dennis E. Marshall | 96,713,705 | 1,790,789 | 75,196,191 | ||
| Joseph L. Provenzano | 96,906,120 | 1,598,374 | 75,196,191 | ||
| Jack B. Strommen | 96,916,500 | 1,587,994 | 75,196,191 | ||
| Linda Park | 96,928,400 | 1,576,094 | 75,196,191 | ||
| Christina Bray | 96,800,400 | 1,704,094 | 75,196,191 | ||
| Proposals 2 - 4 | Votes For | Votes Against | Votes Abstain | Broker Non-Vote | Percentage<br><br> <br>"for" |
| --- | --- | --- | --- | --- | --- |
| 2 | 94,165,357 | 3,453,224 | 885,913 | 75,196,191 | 96.5% |
| 3 | 170,877,497 | 1,891,556 | 931,632 | - | 98.9% |
| 4 | 170,877,497 | 1,891,556 | 931,632 | - | 98.9% |
For the proposals to approve, on an advisory basis, the compensation of the Company’s named executive officers, prior year votes are as follows:
| Year | Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2020 | 72,180,828 | 2,950,599 | 1,752,675 | 47,142,003 |
| 2021 | 87,066,389 | 3,646,737 | 2,462,756 | 43,453,003 |
| 2022 | 84,305,241 | 9,841,157 | 2,175,747 | 57,328,090 |
| 2023 | 76,470,107 | 5,477,240 | 2,816,330 | 74,462,248 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: June 20, 2024 | BIOLARGO, INC. | |
|---|---|---|
| By: | /s/ Dennis P. Calvert | |
| Dennis P. Calvert | ||
| President and Chief Executive Officer |