RMCF 8-K
Rocky Mountain Chocolate Factory, Inc. (RMCF)
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.
On August 3, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2024 Omnibus Incentive Compensation Plan, as amended (the “2024 Plan”), to increase the number of shares of the Company’s common stock, $0.001 par value per share, authorized for issuance under the 2024 Plan by 530,000 shares of common stock (the “Plan Amendment”).
A description of the material terms and conditions of the Plan Amendment is set forth beginning on page 39 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 29, 2026 (the "Proxy Statement"), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the close of business on June 26, 2026, the record date for the Annual Meeting (the “Record Date”), there were 9,439,587 shares of the Company’s common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company. This outstanding share number reflects an immaterial decrease from that included in the Proxy Statement.
At the Annual Meeting, 7,773,032 shares of the Company’s issued and outstanding shares of common stock entitled to vote as of the Record Date, or approximately 82.35% of such shares, were represented by proxy or appeared in person (including virtually) and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:
Proposal 1 - Election of Directors. Each of Steven L. Craig, Jeffrey R. Geygan, Mel Keating, Brian Quinn, and Alberto Pérez-Jácome Friscione was elected as a director to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors are elected and qualified as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Steven L. Craig | 3,234,433 | 1,645,571 | 2,893,028 | |||
| Jeffrey R. Geygan | 3,033,440 | 1,846,564 | 2,893,028 | |||
| Mel Keating | 4,253,714 | 626,290 | 2,893,028 | |||
| Brian Quinn | 4,345,062 | 534,942 | 2,893,028 | |||
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Alberto Pérez-Jácome Friscione |
4,169,061 | 710,943 | 2,893,028 |
Proposal 2 - Ratification of Independent Registered Public Accountants. The appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027, was ratified as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,652,540 | 21,231 | 99,261 | - |
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Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,241,464 | 299,031 | 339,508 | 2,893,028 |
Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The frequency of future advisory votes on the compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 2,441,233 | 1,951,924 | 124,438 | 362,407 | 2,893,028 |
Based on the results of this advisory vote, the Board of Directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis.
Proposal 5 - Approval of the Plan Amendment. The amendment to the 2024 Plan, to increase the number of shares of common stock authorized for issuance under the 2024 Plan, was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,617,858 | 1,856,144 | 406,001 | 2,893,028 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1+ | Amendment to the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Management Compensatory Plan |
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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 thereunto duly authorized.
| ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. | ||
| Date: August 7, 2026 | By: | /s/ Carrie Cass |
| Name: | Carrie Cass | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
FIRST AMENDMENT TO THE
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
2024 OMNIBUS INCENTIVE COMPENSATION PLAN
This Amendment (the “Amendment”) to the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”) is adopted as of August 3, 2026.
RECITALS
WHEREAS, the 2024 Plan originally reserved 600,000 shares for issuance pursuant to Awards;
WHEREAS, as of the date of this Amendment, a portion of the original 600,000 shares have been issued or are subject to outstanding Awards under the 2024 Plan, and a portion remain available for future grant;
WHEREAS, the Company desires to increase the number of shares available for issuance under the 2024 Plan by an additional 530,000 shares;
Amendment to Section 4.1 Number of Shares Available for Grants.
Section 4.1 of the 2024 Plan is hereby amended to increase the aggregate number of shares reserved for issuance under the 2024 Plan by 530,000 shares, irrespective of the number of shares that have previously been issued or remain available under the 2024 Plan as of the date hereof.
Accordingly, the first sentence of Section 4.1 is amended and restated as follows:
“Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery in connection with Awards under the Plan shall be 1,130,000 shares, plus (ii) that number of Shares remaining available for issuance as of the Effective Date under the Prior Plan (that is, Shares not subject to outstanding awards under the Prior Plan nor delivered from the Shares reserved under the Prior Plan), plus (iii) that number of Shares subject to awards granted under the Prior Plan that are outstanding as of the Effective Date and which become available in accordance with the provisions below after stockholder approval of the Plan.”
Except as expressly set forth herein, the 2024 Plan remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the Company has adopted this Amendment as of the date first written above.