8-K
Local Bounti Corporation/DE (LOCL)
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 20, 2023
LOCAL BOUNTI CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40125 | 98-1584830 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
400 W. Main St.
Hamilton, MT 59840
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (800) 640-4016
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | 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 (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading<br>Symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value of $0.0001 per share | LOCL | New York Stock Exchange |
| Warrants, exercisable for one share of Common Stock for $149.50 per share | LOCL WS | New York Stock Exchange |
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. |
|---|
Local Bounti Corporation (“Local Bounti” or “our”) held its 2023 annual meeting of stockholders on June 20, 2023. As of the annual meeting record date of April 21, 2023, there were 105,398,944 shares of common stock outstanding and entitled to vote at the annual meeting, 69.16% of which were present via live webcast or by proxy at the annual meeting, constituting a quorum to conduct business.
At the annual meeting, stockholders voted on the following matters:
| 1. | Stockholders elected two Class II directors to our Board of Directors to serve for three years and until their successors are elected and qualified or until their earlier resignation or removal, based on the following votes: | |||
|---|---|---|---|---|
| Nominee | Edward C. Forst | Mark J. Nelson | ||
| --- | --- | --- | --- | --- |
| For | 44,323,963 | 43,422,931 | ||
| Against | — | — | ||
| Withheld | 8,208,261 | 9,109,293 | ||
| Broker Non-Votes | 20,368,112 | 20,368,112 | ||
| 2. | Stockholders ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2023, based on the following votes: | |||
| --- | --- | |||
| For | 71,255,214 | |||
| --- | --- | |||
| Against | 1,580,734 | |||
| Abstain | 64,388 | |||
| Broker Non-Votes | — |
SIGNATURE
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 23, 2023 | Local Bounti Corporation | |
|---|---|---|
| By: | /s/ Kathleen Valiasek | |
| Name: | Kathleen Valiasek | |
| Title: | Chief Financial Officer |