Edible Garden AG Inc 8-K, filed Aug 23, 2024
Edible Garden AG Inc (EDBL)
About this 8-K
Edible Garden AG Inc filed this 8-K on August 23, 2024, reporting on events of August 21, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2024, at an annual meeting of stockholders (the “Annual Meeting”) of Edible Garden AG Incorporated (the “Company”), the stockholders of the Company approved the Second Amendment (the “Plan Amendment”) to the Company’s 2022 Equity Incentive Plan (the “Plan”) to: (i) increase the number of shares of common stock, par value $0.0001 per share (“common stock”), reserved for issuance thereunder by 650,000 shares, (ii) update the recoupment provisions of the Plan to be consistent with the Company’s Policy for the Recovery of Erroneously Awarded Compensation, and (iii) extend the term of the Plan until August 21, 2034.
The full text of the Plan Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the proposals set forth below were submitted to the Company’s stockholders. The number of shares of common stock entitled to vote at the Annual Meeting was 3,160,392. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,530,894. The voting results for the proposals are as follows:
| 1. | The Company’s stockholders elected four directors, each for a one-year term and until their successors have been duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below. |
DIRECTOR NOMINEE |
| FOR | WITHHELD | BROKER NON-VOTES | ||
James E. Kras |
| 255,673 |
| 58,941 |
| 1,216,280 |
Pamela DonAroma |
| 275,713 |
| 38,901 |
| 1,216,280 |
Mathew McConnell |
| 265,335 |
| 49,279 |
| 1,216,280 |
Ryan Rogers |
| 270,550 |
| 44,064 |
| 1,216,280 |
| 2. | The Company’s stockholders ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is summarized in the table below. |
FOR | AGAINST | ABSTAIN | ||
1,483,710 |
| 43,394 |
| 3,790 |
| 3. | The Company’s stockholders approved the Plan Amendment. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the Plan Amendment, as well as the number of shares representing broker non-votes with respect to such proposal. |
FOR | AGAINST | ABSTAIN |
| BROKER NON-VOTES | ||
218,678 |
| 85,616 |
| 10,320 |
| 1,216,280 |
| 2 |
| 4. | The Company’s stockholders approved a proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal 1, Proposal 2 and/or Proposal 3, if there were not sufficient votes at the time of the Annual Meeting to adopt Proposal 1, Proposal 2 and/or Proposal 3 or to establish a quorum. The number of shares that voted for, against and abstained from voting for this proposal is summarized in the table below. |
FOR | AGAINST | ABSTAIN | ||
1,310,826 |
| 241,667 |
| 5,401 |
Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Because Proposals 1, 2 and 3 were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Second Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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.
| EDIBLE GARDEN AG INCORPORATED |
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Date: August 23, 2024 | /s/ James E. Kras |
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| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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| 4 |
EXHIBIT 10.1
SECOND AMENDMENT
TO THE
EDIBLE GARDEN AG INCORPORATED
2022 EQUITY INCENTIVE PLAN
The Edible Garden AG Incorporated 2022 Equity Incentive Plan (the “Plan”) is hereby amended as follows, effective August 21, 2024:
1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows:
“(a) Available Shares. Subject to adjustment as provided in Section 11, the maximum number of shares of Common Stock reserved and available for grant and issuance pursuant to the Plan as of the Effective Date will be 667,500.”
2. Section 6.10 of the Plan is hereby amended to insert the following after the first sentence:
“Awards (and any shares of Common Stock or other amounts payable or paid under the Plan) are subject to reduction, cancellation, repayment, forfeiture or recoupment in accordance with any clawback policy adopted by the Company, including, but not limited to, the Company’s Policy for the Recovery of Erroneously Awarded Compensation, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion, and any clawback requirements imposed under applicable laws, rules and regulations, including Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission thereunder (including Rule 10D-1 under the Exchange Act) and any applicable rules or standards adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act (including Exchange Rule 5608).”
2. The last sentence of Section 7.4 of the Plan is hereby amended and restated in its entirety to provide as follows:
“The maximum number of shares of Common Stock that may be issued under the Plan pursuant to Incentive Stock Options may not exceed, in the aggregate, 667,500.”
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