8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 27, 2024

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (541) 588-3600

(Former name or former address, if changed since last report)

Not Applicable

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:

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. ☐

Incentive Plan Amendment

As described below under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Laird Superfood, Inc. (the “Company”), stockholders approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “Incentive Plan”) to (i) increase the number of shares that may be issued under the Incentive Plan from 2,463,258 shares to 4,000,000 shares, (ii) extend the term of the Incentive Plan to May 7, 2034, and (iii) modify the Incentive Plan’s “evergreen” provision, by extending such provision an additional four years so that the last increase pursuant to the evergreen provision will be made on January 1, 2034, rather than January 1, 2030 (the “Incentive Plan Amendment”). As a result, the Incentive Plan Amendment became effective on June 27, 2024. A description of the Incentive Plan Amendment and the material terms of the Incentive Plan are included under the heading “Proposal 2: Approval of Incentive Plan Amendment” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 15, 2024 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the Incentive Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Resignation of General Counsel and Secretary

As previously disclosed, on May 28, 2024, Mr. Steve Richie notified the Company of his intention to retire as General Counsel and Secretary of the Company. The Company and Mr. Richie mutually agreed that Mr. Richie's resignation will be effective as of July 8, 2024.

On June 27, 2024, the Company held its Annual Meeting. The total number of shares of the Company’s common stock, par value $0.001 per share, voted in person or by proxy at the Annual Meeting was 6,565,796, representing approximately 68.31% of the 9,611,544 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum. The voting results on the matters submitted to the Company's stockholders at the Annual Meeting are as follows:

Proposal 1 – Election of (i) Geoffrey T. Barker, (ii) Patrick Gaston, (iii) Greg Graves, (iv) Laird Hamilton, (v) Grant LaMontagne, (vi) Maile Naylor and (vi) Jason Vieth to the Company’s Board of Directors, each to serve for a one-year term until the annual meeting of stockholders to be held in 2025.

Proposal 2 – Approval of the Incentive Plan Amendment.

Proposal 3 – Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.

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.

ex_694107.htm

FIRST AMENDMENT TO LAIRD SUPERFOOD, INC.

2020 OMNIBUS INCENTIVE PLAN

This FIRST AMENDMENT TO LAIRD SUPERFOOD, INC. 2020 OMNIBUS INCENTIVE PLAN (this “Amendment”), effective as of May 8, 2024, is made and entered into by Laird Superfood, Inc. a Nevada corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Laird Superfood, Inc. 2020 Omnibus Incentive Plan (the “Plan”).

RECITALS

WHEREAS, Section 5.2 of the Plan provides that the Board may amend the Plan at any time and from time to time; and

WHEREAS, the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan, as set forth in Section 4.1 of the Plan, by an additional 1,536,742 shares of Common Stock; and

WHEREAS, the Board desires to amend the Plan to extend the term of the Plan, as set forth in Section 5.1 of the Plan.

NOW, THEREFORE, in accordance with Section 5.2 of the Plan, the Company hereby amends the Plan as follows:

1. Section 4.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 4.1:

4.1 Number of Shares of Stock Available for Awards.

Subject to adjustment pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be the sum of (a) 4,000,000 shares of Stock, and (b) an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2034, equal to the lesser of (i) 4% of the aggregate number of shares of Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Stock as is determined by the Company (collectively the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and 3,000,000 of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options.

2. Section 5.1 of the Plan is hereby amended by deleting the third full sentence of said Section in its entirety and substituting in lieu thereof, the following new sentence:

The Plan shall terminate on the first to occur of (a) May 7, 2034, (b) the date determined in accordance with Section 5.2, and (c) the date determined in accordance with Section 16.3; provided, however, that Incentive Stock Options may not be granted under the Plan after May 8, 2034.

3. This Amendment shall be effective on the date first set forth above.

4. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.