Mama's Creations, Inc 8-K, filed Sep 16, 2022
Mama's Creations, Inc. (MAMA)
About this 8-K
Mama's Creations, Inc filed this 8-K on September 16, 2022, reporting on events of September 13, 2022.
Items reported
- 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
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities Registered Pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which registered | ||
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 (see General Instruction A.2. below):
| 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)) |
TABLE OF CONTENTS
| Item 5.07 | Submission of Matters to a Vote of Security Holders | |
| Item 9.01 | Financial Statements and Exhibits | |
| SIGNATURES | ||
Item 5.07 Submission of Matters to a Vote of Security Holders
MamaMancini’s Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on September 13, 2022. There were 36,310,807 issued and outstanding shares eligible to vote as of August 2, 2022, the record date for the Annual Meeting and 23,419,575 shares were present by proxy at the meeting (which represented approximately 64.5% of the issued and outstanding shares eligible to vote). At the meeting, the following actions were taken:
(i) The Company’s shareholders elected nine directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2023. The directors elected, as well as the number of votes cast for each individual are set forth below:
| Nominee | Votes For | % Voted For | ||||||
| Carl Wolf | 19,198,183 | 99.6 | % | |||||
| Matthew Brown | 19,209,397 | 99.7 | % | |||||
| Steven Burns | 19,024,850 | 98.7 | % | |||||
| Alfred D’Agostino | 19,123.410 | 99.2 | % | |||||
| Thomas Toto | 18,980.381 | 98.5 | % | |||||
| Dean Janeway | 18,587,304 | 96.4 | % | |||||
| Michael Kay | 19,210,492 | 99.7 | % | |||||
| Michael Stengel | 19,220,007 | 99.7 | % | |||||
| Adam L. Michaels | 19,220,492 | 99.7 | % | |||||
(ii) The Company’s shareholders approved a proposal to ratify the Audit Committee’s appointment of Rosenberg Rich Baker Berman and Company, Certified Public Accountants as the Company’s independent registered public accounting firm for the year ending January 31, 2023, with the following votes:
| Amount | ||||
| Votes for approval: | 23,152,823 | |||
| Votes against: | 255,641 | |||
| % Voted for approval | 98.9 | % | ||
| % Voted against approval: | 1.1 | % | ||
| Abstentions: | 7,111 | |||
| % Abstentions: | 0.03 | % | ||
Following consideration of the prior matters, the Chairman proposed that the shareholders consider the following additional matters:
| 1. | To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Say-on-Pay); and |
| 2. | To consider and conduct a non-binding advisory vote on a proposal regarding the frequency of advisory votes on executive compensation. |
In order to consider these matters, the Chairman advised that the meeting would be adjourned until October 4, 2022 at 12 noon EDT, pending which time the Company will circulate a supplemental proxy statement and solicit votes on the matter. The meeting will be reconvened to tabulate this vote on October 4, 2022 at 12 noon EDT.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MamaMancini’s Holdings, Inc.
| By: | /s/ Adam L. Michaels | |
| Name: | Adam L. Michaels | |
| Title: | Chief Executive Officer | |
| Dated: | September 16, 2022 |