VITL 8-K
Vital Farms, Inc. (VITL)
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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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 3.03 Material Modification to Rights of Security Holders.
Vital Farms, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 11, 2025. As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of officers to the maximum extent permitted by law (the “Officer Exculpation Amendment”) as permitted pursuant to Section 102(b)(7) of the Delaware General Corporation Law. The Officer Exculpation Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval. Following the Annual Meeting, the Company filed the Officer Exculpation Amendment with the Secretary of State of the State of Delaware on June 11, 2025.
The Officer Exculpation Amendment only permits the exculpation of officers for claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, under the Officer Exculpation Amendment, the exculpation of officers would not apply to claims brought by or in the right of the Company, such as derivative claims.
The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Officer Exculpation Amendment, a copy of which is attached as Exhibit 3.1 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting held on June 11, 2025 are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”).
Proposal No. 1: Stockholders elected each of the three nominees to serve as directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Glenda Flanagan |
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35,158,786 |
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1,705,268 |
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3,009,307 |
Denny Marie Post |
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24,538,229 |
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12,325,825 |
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3,009,307 |
Gisel Ruiz |
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24,593,121 |
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12,270,933 |
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3,009,307 |
Proposal No. 2: Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025. The votes were cast as follows:
Votes For |
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Votes Against |
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Abstained |
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39,611,714 |
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68,975 |
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192,672 |
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Proposal No. 3: Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The votes were cast as follows:
Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
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34,318,470 |
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2,248,282 |
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297,302 |
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3,009,307 |
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Proposal No. 4: Stockholders indicated, on a non-binding, advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:
1 Year |
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2 Years |
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3 Years |
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Abstained |
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Broker Non-Votes |
36,561,991 |
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18,742 |
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230,471 |
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52,850 |
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3,009,307 |
Proposal No. 5: Stockholders approved the Officer Exculpation Amendment described in Item 3.03 of this Current Report on Form 8-K. The votes were cast as follows:
Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
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33,976,386 |
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2,616,883 |
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270,785 |
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3,009,307 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
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Vital Farms, Inc. |
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Dated: June 17, 2025 |
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By: |
/s/ Joanne Bal |
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Joanne Bal |
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General Counsel, Corporate Secretary and Head of Impact |
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VITAL FARMS, INC.
A PUBLIC BENEFIT CORPORATION
Vital Farms, Inc., a public benefit corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY THAT:
FIRST: The name of the company is Vital Farms, Inc. (the “Company”).
SECOND: The Board of Directors of the Company (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Amended and Restated Certificate of Incorporation, to add the following new Article X, subject to stockholder approval of the same:
“X.
No officer of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of an officer of the Company hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. Solely for purposes of this Article X, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.”
THIRD: That said amendment has been duly adopted and approved by the stockholders of the Company in accordance with Section 242 of the DGCL.
FOURTH: Other than as set forth in this Certificate of Amendment, the Company’s Amended and Restated Certificate of Incorporation shall remain in full force and effect, without modification, amendment or change.
[Remainder of Page Intentionally Left Blank]
This Certificate of Amendment has been executed by a duly authorized officer of the Company on June 11, 2025.
/s/ Russell-Diez Canseco
Russell Diez-Canseco
Chief Executive Officer
[Signature Page to Certificate of Amendment]