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 19, 2019
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)
| California | 0-32565 | 87-0673375 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1330 Lake Robbins Drive, Suite 250 The Woodlands, TX | | 77380 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (281) 675-2421
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | RIBT | | NASDAQ Capital Market |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 19, 2019, the shareholders of RiceBran Technologies (“RBT”) approved an amendment to RBT’s Articles of Incorporation increasing the authorized number of shares of common stock from 50,000,000 to 100,000,000.
A copy of the Certificate of Amendment to RBT’s Articles of Incorporation, as filed with the Secretary of State of California on June 24, 2019, is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
RBT’s Annual Meeting of Shareholders was held on June 19, 2019. At the Annual Meeting, the shareholders voted on the following proposals and cast their votes as described below.
| 1. | Election of seven (7) members to the board of directors: |
| Votes For | Votes Withheld | Broker Non-Votes |
| Brent R. Rystrom | 16,647,975 | 135,341 | 8,104,695 |
| Brent Rosenthal | 16,317,408 | 465,908 | 8,104,695 |
| Beth Bronner | 16,328,998 | 454,318 | 8,104,695 |
| David I. Chemerow | 16,555,302 | 228,014 | 8,104,695 |
| Ari Gendason | 16,501,048 | 282,268 | 8,104,695 |
| David Goldman | 16,251,815 | 531,501 | 8,104,695 |
| Baruch Halpern | 16,449,346 | 333,970 | 8,104,695 |
Each director nominee was elected a director of RBT.
| 2. | Approval of an amendment to RBT’s articles of incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000: |
Votes For | Votes Against | Abstained | Broker Non-Votes |
| 22,814,002 | 1,798,383 | 275,621 | 0 |
This proposal was approved.
| 3. | Approval, pursuant to Nasdaq Listing Rule 5635(b), of the potential issuance of shares of common stock to Continental Grain Company: |
Votes For | Votes Against | Abstained | Broker Non-Votes |
| 23,162,651 | 1,467,701 | 257,653 | 0 |
This proposal was approved.
| 4. | Approval, on a nonbinding advisory basis, of the compensation of RBT’s named executive officers: |
Votes For | Votes Against | Abstained | Broker Non-Votes |
| 15,148,027 | 1,451,769 | 183,520 | 8,104,695 |
This proposal was approved.
| 5. | Vote, on an advisory basis, on the frequency of holding an advisory vote on compensation of RBT’s named executive officers: |
Every 1 Year | Every 2 Years | Every 3 Years | Abstained | Broker Non-Votes |
| 15,780,368 | 241,677 | 654,741 | 106,530 | 8,104,695 |
The shareholders of RBT voted for holding an advisory vote on compensation of RBT’s named executive officers once per year.
| 6. | Ratification of appointment of RSM US LLP as RBT’s independent registered public accounting firm for the year ending December 31, 2018: |
Votes For | Votes Against | Abstained | Broker Non-Votes |
| 24,636,895 | 145,087 | 106,029 | 0 |
This proposal was approved.
| Item 9.01 | Financial Statements and Exhibits |
| Description |
| | |
| | |
| Certificate of Amendment to RBT’s Articles of Incorporation, as filed with the Secretary of State of California on June 24, 2019 |
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.
| | RICEBRAN TECHNOLOGIES |
| | | |
| Date: June 24, 2019 | By: | /s/ Brent Rystrom
|
| | |
|
| | | Brent Rystrom |
| | | Chief Executive Officer
|
| | | (Duly Authorized Officer) |
