IVFH 8-K
Innovative Food Holdings Inc (IVFH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
The information set forth below in Item 5.07 is incorporated by reference in this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2025, Innovative Food Holdings, Inc., a Florida corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following three proposals:
Proposal 1 - Election of Directors
Robert W. (Bill) Bennett, James C. Pappas, Mark Schmulen, Denver J. Smith, and Brady Smallwood were each elected to serve on the Board of Directors (the “Board”) for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows:
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robert W. (Bill) Bennett | 31,660,179 | 50,523 | 60,551 | - | ||||||||||||
| James C. Pappas | 31,683,823 | 65,550 | 21,880 | - | ||||||||||||
| Mark Schmulen | 31,627,340 | 119,731 | 24,182 | - | ||||||||||||
| Denver J. Smith | 31,686,072 | 63,301 | 21,880 | - | ||||||||||||
| Brady Smallwood | 31,632,141 | 116,482 | 22,630 | - | ||||||||||||
As previously reported in the Company’s proxy statement for the Annual Meeting, Hank Cohn and Jefferson Gramm were not nominated to stand for reelection as directors of the Company at the Annual Meeting. Accordingly, Mr. Cohn and Mr. Gramm retired as directors of the Company effective May 28, 2025.
Proposal 2 - Ratification of Auditors
The Company’s stockholders ratified the previous appointment by the Board of Stephano Slack LLC as the Company’s independent registered public accounting firm for the current fiscal year. The final results of the voting were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 31,687,185 | 15,658 | 68,410 | - | |||||||||
Proposal 3 - Say-on-Pay
The Company’s executive compensation, by non-binding advisory vote, was approved. The final results of the voting were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 31,517,479 | 161,887 | 91,887 | - | |||||||||
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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.
| INNOVATIVE FOOD HOLDINGS, INC. | ||
| Dated: May 29, 2025 | ||
| By: | /s/ Robert W. (Bill) Bennett | |
| Robert W. (Bill) Bennett | ||
| Chief Executive Officer | ||
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