Tofutti Brands Inc 8-K, filed Dec 16, 2021
Tofutti Brands Inc (TOFB)
About this 8-K
Tofutti Brands Inc filed this 8-K on December 16, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- 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
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Registrant’s Annual Meeting of Shareholders held on December 16, 2021, the shareholders of the Registrant entitled to vote at the meeting voted to (i) elect the four individuals named below to serve as directors of the Registrant to hold office until the Annual Meeting of Shareholders to be held in 2022 and until their successors have been duly elected and qualified, and (ii) ratify the appointment of Mazars USA LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending January 1, 2022.
| 1. | The votes cast by shareholders with respect to the election of directors were as follows. |
| For | Withheld | Broker Non-Votes |
%
Votes For |
|||||||||||||
| Joseph N. Himy | 3,264,565 | 77,665 | 613,850 | 65.3 | % | |||||||||||
| Scott Korman | 3,364,156 | 78,074 | 613,850 | 65.3 | % | |||||||||||
| Efraim Mintz | 3,363,740 | 78,490 | 613,850 | 65.3 | % | |||||||||||
| Franklyn Snitow | 3,362,956 | 79,274 | 613,850 | 65.3 | % | |||||||||||
| 2. | The votes cast by shareholders with respect to the ratification of the selection of Mazars USA LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending January 1, 2022 were as follows. |
| For | Withheld | Abstain | Broker Non-Votes | % Votes For | |||||||||||||
| 3,859,254 | 1,238 | 195,588 | 0 | 74.9 | % | ||||||||||||
ITEM 8.01 OTHER EVENTS
On December 16, 2021, the Board of Directors of the Registrants adopted amendments of the Registrant’s 2014 Equity Incentive Plan (the “Plan’). Such amendments updated the Plan to: (i) reflect that the Tax Cuts and Jobs Act modified Section 162(m) of the Internal Revenue Code of 1986, as amended, eliminated tax advantages for so-called “performance-based compensation” and to clarify that such awards will no longer be available under the Plan; (ii) to provide that Stock Option Committee under the Plan shall be composed of individuals who are “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended; and (iii) to eliminate the limitation on the number of shares of Common Stock of the Registrant that may be issued as Awards under the Plan.
The foregoing descriptions of the amendments to the Plan are qualified in their entirety by reference to the full text of the First Amendment to the Tofutti Brands Inc 2014 Equity Incentive Plan which is filed as Exhibits 99.1 to this Current Report on Form 8-K and are incorporated in this Report by reference.
At the Annual General Meeting of Shareholders the Registrant announced that the OTC Markets Inc. had notified the Registrant that it has qualified to trade on the OTCQX Best Market and that the upgrade from the OTCQB Venture Market will take place in January 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
| Exhibit | Description | |
| 99.1 | First Amendment to the Tofutti Brands Inc 2014 Equity Incentive Plan |
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.
| Date: December 16, 2021 | TOFUTTI BRANDS INC. | |
| (Registrant) | ||
| By: | /s/Steven Kass | |
| Steven Kass | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
TOFUTTI BRANDS, INC.
2014 EQUITY INCENTIVE PLAN
FIRST AMENDMENT
WHEREAS, the Tofutti Brands, Inc. 2014 Equity Incentive Plan (the “Plan”) was adopted by the Board on March 26, 2014 and approved by the shareholders of Tofutti Brands, Inc. (the “Company”) on June 10, 2014;
WHEREAS, Section 4.3 of the Plan sets forth limitations on the maximum number of shares of common stock of the Company (“Shares”) that may be issued to any single Plan Participant in any fiscal year of the Company as Awards under Section 4.1 of the Plan, and the Board now desires to eliminate the individual Participant limitations in Section 4.3 of the Plan and provide that the number of Shares that may be issued under Awards in any fiscal year shall be subject only to the total number of Shares reserved for grant and issuance pursuant to the Plan; and
WHEREAS, counsel has advised that the Tax Cuts and Jobs Act modified Section 162(m) of the Internal Revenue Code of 1986, as amended, to eliminate tax advantages for so-called “performance-based compensation,” thereby rendering unnecessary Qualified Performance Grants under the Plan after 2017, and the Board desires to clarify that such awards will no longer be available under the Plan; and
WHEREAS, Section 14.1 of the Plan authorizes the Board to amend the Plan from time to time;
NOW, THEREFORE, effective as of the date set forth below:
| (a) | The second sentence of Section 1.2(h) of the Plan is deleted and replaced with the following sentence to read in its entirety: |
To the extent necessary and desirable, the Committee shall be composed of individuals who are “non-employee directors” as defined in Rule 16b-3, and, if applicable, meet the independence requirements of the applicable exchange on which the Shares are traded.
| (b) | The definition of “Qualified Performance Grant” in Section 1.2 (t) of the Plan is deleted and all subsequent definitions re-lettered accordingly. |
| (c) | Section 4.3 is deleted and replaced with the following to read in its entirety: |
4.3 Maximum Annual Awards. The maximum number of Shares that may be issued as Awards in the aggregate in any one fiscal year, subject to adjustment as provided in Section 4.5, shall not exceed the total number of Shares reserved for grant and issuance pursuant to Section 4.2 reduced by the total number of Shares issued under outstanding Awards.
| (d) | Section 8.1(b) is deleted, and Section 8.1 shall read in its entirety as follows: |
8.1. Award, The Award of a Performance Grant to a Participant will entitle such Participant to receive a specified amount (the “Performance Grant Actual Value”) upon satisfaction of specified corporate, division, departmental and/or individual goals as determined by the Administrator, subject to Section 8.1(b). Performance Grants may be issued in different classes or series having different names, terms and conditions.
| (e) | In Section 8.3, the semi-colon and concluding phrase, “provided, however, that Qualified Performance Grants shall in no event be adjusted to increase the amount payable under such award to any “covered employee.” Within the meaning of Section 162(m)(3) of the Code” is deleted. |
| (f) | The second sentence of Section 8.4 is deleted in its entirety. |
| (g) | In Section 14.1 the words “162 and” are deleted. |
| (h) | Section 20.3 is deleted in its entirety and subsequent sections are renumbered accordingly. |
RESOLVED that the foregoing amendments to the Plan are hereby adopted:
| By: | /s/Scott Korman | |
| Scott Korman, Acting Chairman | ||
| Dated: | December 16, 2021 |