BRFH 8-K
Barfresh Food Group Inc. (BRFH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
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).
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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 annual meeting of stockholders on Tuesday, June 25, 2024, at which meeting the Company’s stockholders voted upon the following matters:
| ● | The election of seven members of the Company’s board of directors; | |
| ● | The ratification of the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| ● | The approval and adoption of the First Amended and Restated 2023 Equity Incentive Plan; and | |
| ● | The approval and adoption of the 2024 Employee Stock Purchase Plan. |
Election of Directors
At the annual meeting, all of the Company’s current directors were re-elected. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:
| Name | Votes
in Favor |
Votes
Withheld |
||||||
| Riccardo Delle Coste | 8,702,967 | 12,160 | ||||||
| Steven Lang | 7,815,440 | 899,687 | ||||||
| Arnold Tinter | 7,752,602 | 962,525 | ||||||
| Joseph M. Cugine | 8,703,120 | 12,007 | ||||||
| Alexander H. Ware | 7,763,327 | 951,800 | ||||||
| Isabelle Ortiz-Cochet | 8,701,588 | 13,539 | ||||||
| Justin Borus | 8,648,940 | 66,187 | ||||||
Ratification of Independent Registered Public Accounting Firm
At the annual meeting, the selection of Eide Bailly LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes
in Favor |
Votes
Against |
Votes
Abstaining |
||||||||||
| Ratification and approval of the selection of Eide Bailly LLP | 8,730,895 | 2,270 | 10,059 | |||||||||
Approval and adoption of the First Amended and Restated 2023 Equity Incentive Plan
At the annual meeting, the First Amended and Restated 2023 Equity Incentive Plan was approved and adopted. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes
in Favor |
Votes
Against |
Votes
Abstaining |
||||||||||
| Approval and adoption of the First Amended and Restated 2023 Equity Incentive Plan | 7,718,613 | 995,169 | 1,345 | |||||||||
Approval and adoption of the 2024 Employee Stock Purchase Plan
At the annual meeting, the 2024 Employee Stock Plan was approved and adopted. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes
in Favor |
Votes
Against |
Votes
Abstaining |
||||||||||
| Approval and adoption of the 2024 Employee Stock Purchase Plan | 8,680,923 | 32,922 | 844 | |||||||||
Additional information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024.
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 duly authorized.
Barfresh Food Group Inc., a Delaware corporation (Registrant) | ||
| Date: June 26, 2024 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |