8-K - BLGO - Equibles

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): July 23, 2020

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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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

The Company held its 2020 annual stockholder meeting on July 23, 2020. The following matters 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 our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, John S. Runyan and Jack B. Strommen.
2.	Advisory approval of the Company’s executive compensation.
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3.	A proposal to ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the 2020 fiscal year.
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4.	A proposal to re-authorize a reverse stock split of our common stock at a ratio between one-for-four (1:4) and one-for-twenty (1:20), if and as determined by our board of directors, at any time before the next meeting of stockholders of the Company.
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5.	A proposal to authorize a reduction of the number of shares of common stock authorized by our Amended and Restated Certificate of Incorporation, if and in an amount as determined by our board of directors.
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A quorum was present in person or by proxy. Each matter was approved. The voting results are as follows:

Proposal One	Votes For		Votes<br><br> <br>Withheld		Broker<br><br> <br>Non-Vote		Total Votes (For +<br><br> <br>Withheld)
Dennis P. Calvert		74,258,518		2,239,515		47,528,072		76,498,033
Kenneth R. Code		74,382,858		2,115,175		47,528,072		76,498,033
Dennis E. Marshall		73,591,322		2,906,711		47,528,072		76,498,033
Joseph L. Provenzano		73,594,302		2,903,731		47,528,072		76,498,033
Kent C. Roberts II		73,618,727		2,879,306		47,528,072		76,498,033
John S. Runyan		73,620,966		2,877,067		47,528,072		76,498,033
Jack B. Strommen		74,289,295		2,208,738		47,528,072		76,498,033
Proposals 2 - 5	Votes For		Votes<br><br> <br>Against		Votes Abstain		Broker Non-Vote		Total votes
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2		72,180,828		2,950,599		1,752,675		47,142,003		76,884,102
3		122,714,446		171,136		752,453		388,070		123,638,035
4		106,078,764		16,696,049		1,251,288		-		124,026,101
5		111,661,752		10,943,152		1,033,130		388,071		123,638,034

There were no director nominees other than as set forth above. For the Advisory Approval of Executive Compensation, prior year votes are as follows:

Year
2017	27,248,643	343,971	242,499	28,177,525
2018	34,117,919	1,102,804	247,388	35,954,467
2019	41,886,128	1,486,549	7,956,269	44,918,490

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: July 28, 2020	BIOLARGO, INC.
	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer