8-K
Where Food Comes From, Inc. (WFCF)
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
Date of Report (Date of earliest event reported): June 8, 2023
WHERE
FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 001-40314 | 43-1802805 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 202 6^th^ Street**, Suite 400** | ||
| --- | --- | |
| Castle Rock, Colorado | 80104 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(303)895-3002
(Registrant’s Telephone Number, Including Area Code)
Notapplicable
(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:
| ☐ | 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(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | WFCF | The<br> NASDAQ Stock Market LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders | |
| --- | --- |
On June 8, 2023, the Company held its 2023 Annual Meeting of Security Holders. Each proposal subject to a vote at the 2023 Annual Meeting was described in detail in the Company’s 2023 Proxy Statement. With respect to each of the proposals the Company’s security holders voted as indicated below.
| 1.Election<br> of Directors | For | Withheld | |||
|---|---|---|---|---|---|
| ●<br> John Saunders | 3,300,161 | 10,284 | |||
| ●<br> Leann Saunders | 3,308,646 | 1,799 | |||
| ●<br> Peter C. Lapaseotes, Jr. | 3,276,637 | 33,808 | |||
| ●<br> Adam Larson | 3,287,316 | 23,129 | |||
| ●<br> Tom Heinen | 3,299,442 | 11,003 | |||
| ●<br> Graeme P. Rein | 3,308,313 | 2,132 | |||
| ●<br> Michael D. Smith | 3,299,292 | 11,153 | |||
| For | Against | Abstain | |||
| --- | --- | --- | --- | --- | |
| 2. | To<br> ratify the appointment of Causey, Demgen & Moore, P.C. as the independent registered public accounting firm of the Company for<br> the year-ending December, 31 2023. | 4,698,688 | 1,612 | 32,263 | |
| For | Against | Abstain | |||
| --- | --- | --- | --- | --- | |
| 3. | To<br> approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. | 3,274,552 | 26,456 | 9,437 | |
| 1<br> Year | 2<br> Year | 3<br> Year | Abstain | ||
| --- | --- | --- | --- | --- | --- |
| 4. | Recommendation,<br> by non-binding advisory vote, the frequency of future advisory votes on executive compensation | 256,644 | 1,268 | 3,031,569 | 20,964 |
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 hereunto duly authorized.
| WHERE FOOD COMES FROM, INC. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Dannette Henning | |
| Date:<br> June 8, 2023 | Dannette<br> Henning | |
| Chief<br> Financial Officer |