CWGL 8-K/A
Crimson Wine Group, Ltd (CWGL)
8-K/A
2023-08-09
For: 2023-07-28
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 28, 2023
(Exact Name of Registrant as Specified in Charter)
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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: Securities registered pursuant to Section 12(b) 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). 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. ☐ | ||||||||||||||
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) is being filed by Crimson Wine Group, Ltd. (the “Company”) to amend and restate in its entirety the Current Report on Form 8-K filed by the Company on July 31, 2023 (the “Original Report”). The Original Report was filed, among other things, to report voting results with respect to the proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to preserve the Company’s tax benefits (the “Charter Amendment Proposal”) and the election of members to the Company’s board of directors (the “Board”) at the Company’s Annual Meeting of Stockholders of the Company held on July 28, 2023 (the “Annual Meeting”). This Amendment is being filed to correct errors in the tabulation of votes in connection with the Charter Amendment Proposal and in the tabulation of votes for Ms. Annette D. Alvarez-Peters. With respect to the Charter Amendment Proposal, although the Company’s independent inspector of elections, American Stock Transfer & Trust Company LLC (the “Inspector of Elections”), timely received the revocation and revoting of certain votes on the Charter Amendment Proposal prior to the commencement of the Annual Meeting, due to the Inspector of Elections’ oversight, such revocation and revoting were not properly recorded until after the Inspector of Elections had delivered to the Company its Certificate of Inspector (the “Inspector’s Certificate”), certifying the voting results of the Annual Meeting, and the Company had disclosed the voting results of the Annual Meeting on the Original Report based on such certificate. The corrected voting results as reported in this Amendment resulted in the approval of the Charter Amendment Proposal. The Inspector’s Certificate also included an error in the tabulation for Ms. Alvarez-Peters, and the correct tabulation appears below.
Item 3.03. Material Modification to Rights of Security Holders.
On July 31, 2023, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) of the Company with the Secretary of State of the State of Delaware that restricts certain transfers of shares of the Company’s common stock (“Common Stock”). The Charter Amendment is intended to preserve certain tax benefits of the Company’s net operating losses for long-term stockholder value. Subject to certain limited exceptions, the Charter Amendment’s transfer restrictions would restrict the transfer of shares of Common Stock if such transfer would result in either increasing a person’s ownership of shares of Common Stock from less than 5% to 5% or more of shares of Common Stock, or, with respect to persons who own 5% or more of shares of Common Stock, increasing the percentage of shares of Common Stock that such person owns. Any direct or indirect transfer attempted in violation of the Charter Amendment would be void as of the date of the prohibited transfer as to the purported
transferee, and the purported transferee would not be recognized as the owner of the shares of Common Stock attempted to be owned in violation of the Charter Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such shares.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were submitted to a vote of the stockholders of the Company at the Annual Meeting.
1. Election of Directors
Each of the seven nominees for director was elected, and the voting results are set forth below:
| Nominee | Votes For | Number of Shares Withheld | Broker Non-Votes | ||||||||
| John D. Cumming | 14,995,863 | 943,022 | 3,662,890 | ||||||||
| Annette D. Alvarez-Peters | 15,174,429 | 764,456 | 3,662,890 | ||||||||
| Douglas M. Carlson | 14,036,126 | 1,902,759 | 3,662,890 | ||||||||
| Avraham M. Neikrug | 14,181,004 | 1,757,881 | 3,662,890 | ||||||||
| Colby A. Rollins | 14,020,470 | 1,918,415 | 3,662,890 | ||||||||
| Joseph S. Steinberg | 14,998,263 | 940,622 | 3,662,890 | ||||||||
| Luanne D. Tierney | 14,182,015 | 1,756,870 | 3,662,890 | ||||||||
2. Ratification of BPM LLP as independent registered public accounting firm of the Company for the year ending December 31, 2023.
The ratification of BPM LLP was approved, and the voting results are set forth below:
| Votes For: | 18,761,901 | ||||
| Votes Against: | 7,280 | ||||
| Votes Abstained: | 832,594 | ||||
3. Approval of the advisory resolution approving the compensation of the Company’s named executive officers (“say-on-pay”).
The advisory resolution on say-on-pay was approved, and the voting results are set forth below:
| Votes For: | 14,840,432 | ||||
| Votes Against: | 1,079,508 | ||||
| Votes Abstained: | 18,945 | ||||
| Broker Non-Votes: | 3,662,890 | ||||
4. Approval of the Charter Amendment.
The Charter Amendment was approved, and the voting results are set forth below:
| Votes For: | 10,669,959 | ||||
| Votes Against: | 4,570,681 | ||||
| Votes Abstained: | 698,226 | ||||
| Broker Non-Votes: | 3,662,909 | ||||
Item 7.01 Regulation FD Disclosure.
On August 7, 2023, the Company received a letter from the Inspector of Elections regarding the oversight of the revocation and revoting of certain votes on the Charter Amendment Proposal, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 3.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (cover page XBRL tags are 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.
Dated: August 9, 2023
CRIMSON WINE GROUP, LTD.
By: /s/ Jennifer Locke
Name: Jennifer Locke
Title: Chief Executive Officer
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CRIMSON WINE GROUP, LTD.
Crimson Wine Group, Ltd. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: Article IX, Section 1(h) of the Amended and Restated Certificate of Incorporation of the Corporation be, and it hereby is, amended in its entirety to read as follows:
“(h) “Restriction Release Date” means the earliest of (i) July 28, 2026, (ii) the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) (and any comparable successor provision) (“Section 382”), or (iii) the beginning of a taxable year of the Corporation as of which no Tax Benefits may be carried forward.”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of the 28th day of July, 2023.
CRIMSON WINE GROUP, LTD.
By: /s/ Jennifer Locke
Name: Jennifer Locke
Title: Chief Executive Officer
Exhibit 99.1
Jennifer Locke
Chief Executive Officer
Crimson Wine Group
5901 Silverado Trail
Napa, CA. 94558
Re: Annual Shareholders Meeting Tabulation July 28, 2023
Dear Ms. Locke,
As the appointed Inspector of Elections and Tabulation Agent for the Crimson Wine Group Ltd. (the “Company”) 2023 Annual Shareholders Meeting on July 28, 2023, please be advised that after the conclusion of the meeting and delivery of our certificate of results, we were made aware that 1,422,187 votes that had previously been voted “for” Proposition 4 were revoked and revoted “against” Proposition 4 prior to the meeting. This revocation and revoting on Proposition 4 was timely reported to us on July 27, 2023 and due to an oversight within our Proxy Team this revocation and revote was not properly calculated until after the meeting had concluded and we had submitted our Certificate of Inspectors Report to the Company and the Company had publicly disclosed the voting results. We have since adjusted our voting numbers to property reflect that revocation and have provided a revised Certificate of Inspectors Report reflecting the correct and accurate tabulation of the votes for the Meeting. We also again reviewed the voting results received prior to the meeting and have not identified any other votes that were not tabulated as directed.
As noted in the revised Certificate of Inspectors Report, the revocation and revoting did not change the outcome of the vote for Proposal 4, which was ratified.
Sincerely yours,
Barry S. Rosenthal
Barry S. Rosenthal
Inspector of Elections.
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