8-K

PARKS AMERICA, INC (PRKA)

8-K 2024-02-29 For: 2024-02-29
View Original
Added on April 06, 2026

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

February 29, 2024 (February 26, 2024) 000-51254
Date<br> of Report (Date of earliest event reported) Commission<br> File Number

PARKS!

AMERICA, INC.

(Exact name of registrant as specified in its charter)

Nevada 91-0626756
(State<br> or other jurisdiction of <br><br> incorporation or organization) (I.R.S.<br> Employer<br><br> <br>Identification<br> Number)

1300Oak Grove Road

PineMountain, GA 31822

(Address of Principal Executive Offices) (Zip Code)

(706)663-8744

(Registrant’s telephone number, including area code)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(g) of the Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common<br> Stock PRKA OTCPink

Item5.07. Submission of Matters to a Vote of Security Holders

On February 26, 2024, Parks! America, Inc. (the “Company”) held a Special Meeting of Stockholders (“Special Meeting”), related to a demand letter submitted to the Company on December 22, 2023 by Focused Compounding Fund, LP (“Focused Compounding”). On December 30, 2023, the Company provided notice of the Special Meeting pursuant to Section 3.6(b) of the Company’s Bylaws, as adopted by the Company’s Board of Directors (the “Board”) on January 30, 2004, and as revised June 12, 2012 (the “Bylaws”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals submitted by Focused Compounding (collectively, the “Focused Compounding Proposals”).

At the close of business on February 8, 2024, the record date for the determination of shareholders entitled to vote at the Special Meeting, there were 75,726,851 shares of Common Stock issued and outstanding, each share being entitled to one vote. At the Special Meeting, the holders of 63,354,186 shares of the Company’s Common Stock, or approximately 83.7% of the outstanding Common Shares, were represented in person or by proxy, and, therefore, a quorum was present.

At the Special Meeting, the Company’s shareholders voted on the following Focused Compounding Proposals:

1. Proposal 1: Repeal any provision of the<br> Bylaws, including any amendments thereto, in effect at the time this Proposal becomes effective, which was not included in the Bylaws<br> that were in effect as of June 12, 2012 and were filed with the U.S. Securities and Exchange Commission (the “SEC”) on<br> July 16, 2012 (the “Bylaw Restoration Proposal”) to restore the Bylaws to their current form if the Board attempts to<br> amend them in any manner prior to the completion of Focused Compounding’s proxy solicitation;

The results of the vote were as follows:

Votes For Votes Against Abstentions
36,457,178 26,887,763 9,245
2. Proposal 2: Subject to the concurrent approval<br> of the Bylaw Amendment Proposal and the Election Proposal (each as defined below), remove each of the following individuals from<br> the Board pursuant to Section 4.9(a) of the Bylaws;
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The results of the vote were as follows:

Nominees for Removal Votes For Votes Against Abstentions
2(a) Lisa Brady 36,451,618 26,895,823 6,745
2(b) Todd White 36,452,318 26,895,123 6,745
2(c) Dale Van Voorhis 36,446,318 26,901,123 6,745
2(d) John Gannon 36,452,318 26,895,123 6,745
2(e) Charles Kohnen 36,452,318 26,895,123 6,745
2(f) Jeffery Lococo 36,445,118 26,902,323 6,745
2(g) Rick Ruffolo 36,451,118 26,896,323 6,745

Because Proposal 2 required approval by a two-thirds vote of shareholders, Proposal 2 was not passed and none of the above individuals were removed from the Board.

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| --- | | 3. | Proposal 3: Subject to the concurrent approval<br> of each Removal Proposal and the Election Proposal, amend and restate Section 4.7 of the Bylaws (the “Bylaw Amendment Proposal”)<br> to read as follows: | | --- | --- |

“4.7 Vacancy on Board of Directors. In case of a vacancy on the Board of Directors because of a director’s resignation, removal or other departure from the board, or because of an increase in the number of directors, the remaining directors, by majority vote, may elect a successor to hold office for the unexpired term of the director whose position is vacant, and until the election and qualification of a successor. In the event any directors are removed by a vote of the shareholders, then the shareholders shall have the right to elect successors to hold office for the unexpired term of the director or directors whose positions are vacant, and until the election and qualification of their successors.”

The results of the vote were as follows:

Votes For Votes Against Abstentions
36,405,147 26,936,419 12,170

Because Proposal 3 required concurrent approval of Proposal 2 (which did not occur), Proposal 3 was not passed.

4. Proposal 4: Subject to the concurrent approval<br> of each Removal Proposal and the Bylaw Amendment Proposal, elect each of the following individuals as a member of the Board (the<br> “Election Proposal):

The results of the vote were as follows:

Nominees for Election Votes For Votes Against Abstentions
4(a) Andrew Kuhn 36,494,677 26,844,316 15,193
4(b) Geoff Gannon 35,804,701 27,532,292 17,193
4(c) James Ford 35,804,426 27,553,967 15,793

Because Proposal 4 required concurrent approval of Proposal 2 (which did not occur), Proposal 4 was not passed.

5. Proposal 5:<br> Authorize Focused Compounding, or an authorized representative thereof, to adjourn the Special Meeting to a later date or dates,<br> if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or<br> otherwise in connection with, any of the Bylaw Restoration Proposal, the Removal Proposals, the Bylaw Amendment Proposal or the Election<br> Proposal (the “Adjournment Proposal”).

The results of the vote were as follows:

Votes For Votes Against Abstentions
36,343,593 27,000,196 10,397

Focused Compounding did not adjourn the Special Meeting to a later date.

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Item9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired:

Not applicable

(b) Pro forma financial information:

Not applicable

(c) Shell company transactions:

Not applicable

(d) Exhibits:

Exhibit No. Description of Exhibit
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
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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.

Date: February 29, 2024

PARKS!<br> AMERICA, INC.
By: /s/ Todd R. White
Name: Todd<br> R. White
Title: Chief<br> Financial Officer
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