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 15, 2021
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)) | |
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| 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. held its 2021 annual stockholder meeting on June 15, 2021. 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 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. |
| --- | --- |
| 3. | A proposal to ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the 2021 fiscal year. |
| --- | --- |
| 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. |
| --- | --- |
| 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. |
| --- | --- |
A quorum was present in person or by proxy. Each matter was approved. The voting results are as follows:
| Proposal One | Votes For | Votes Withheld | Total Votes<br><br> <br>(For +<br><br> <br>Withheld) | Broker Non-<br><br> <br>Vote | |
|---|---|---|---|---|---|
| Dennis P. Calvert | 91,349,567 | 1,826,315 | 93,175,882 | 43,453,003 | |
| Kenneth R. Code | 90,806,000 | 2,369,882 | 93,175,882 | 43,453,003 | |
| Dennis E. Marshall | 90,679,682 | 2,491,200 | 93,170,882 | 43,458,003 | |
| Joseph L. Provenzano | 90,739,362 | 2,436,520 | 93,175,882 | 43,453,003 | |
| Kent C. Roberts II | 90,494,362 | 2,681,520 | 93,175,882 | 43,453,003 | |
| John S. Runyan | 90,660,682 | 2,515,200 | 93,175,882 | 43,453,003 | |
| Jack B. Strommen | 90,489,362 | 2,686,520 | 93,175,882 | 43,453,003 | |
| Proposals 2 - 5 | Votes For | Votes Against | Votes<br><br> <br>Abstain | Total Votes<br><br> <br>(For +<br><br> <br>Withheld) | Broker Non-<br><br> <br>Vote |
| 2 | 87,066,389 | 3,646,737 | 2,462,756 | 93,175,882 | 43,453,003 |
| 3 | 131,158,751 | 4,981,635 | 488,499 | 136,628,885 | - |
| 4 | 117,834,285 | 16,271,124 | 2,523,476 | 136,628,885 | - |
| 5 | 122,133,234 | 7,918,180 | 6,577,471 | 136,628,885 | - |
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 | Votes For | Votes Against | Votes Abstain | Broker Non-<br><br> <br>Vote |
|---|---|---|---|---|
| 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 |
| 2020 | 72,180,828 | 2,950,599 | 1,752,675 | 47,142,003 |
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 17, 2021 | BIOLARGO, INC. | |
|---|---|---|
| By: | /s/ Dennis P. Calvert | |
| Dennis P. Calvert | ||
| President and Chief Executive Officer |