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): May 30, 2024

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

1440 N Union Bower Rd

Irving, TX 75061

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 623-6055

(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:

Securities registered pursuant to Section 12(g) 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 30, 2024, Sow Good Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Company stockholders:

(i) Re-elected the board of directors of the Company (the “Board”), each to serve a term of one-year until the Company’s 2025 annual meeting of stockholders;

(ii) Ratified the appointment of Urish Popeck & Co., LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;

(iii) Approved, on an advisory vote, named executive officer compensation; and

(iv) Approved, on an advisory vote, the frequency of future advisory votes to approve the compensation of named executive officers.

The total number of outstanding shares entitled to vote at the Annual Meeting as of the March 22, 2024 record date was 6,575,559. A total of 4,033,438 shares of common stock were present in person or by proxy at the Annual Meeting, representing approximately 61.34% of the shares entitled to vote at the Annual Meeting.

Below are the results of the voting on the proposals voted on at the Annual Meeting:

PROPOSAL 1: Re-election of the directors to the Board to hold office for a one-year term until the 2025 annual meeting of stockholders:

PROPOSAL 2: Ratification of appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

PROPOSAL 3: Advisory vote on named executive officer compensation:

PROPOSAL 4: Advisory vote on the frequency of future advisory votes to approve the compensation of named executive officers:

(d) Exhibits

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.