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): December 28, 2023
EASTSIDE DISTILLING, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-38182 | | 20-3937596 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2321 NE Argyle Street, Unit D
Portland, Oregon 97211
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (971) 888-4264
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | | EAST | | The Nasdaq Stock Market LLC |
| (Title of Each Class) | | (Trading Symbol) | | (Name of Each Exchange on Which Registered) |
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 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)) |
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| ☐ | 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 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 December 28, 2023, Eastside held its Annual Meeting of Stockholders (the “Meeting”). The total number of shares of Eastside’s common stock voted in person or by proxy at the Meeting was 1,149,811, representing approximately 72.29% of the 1,590,427 shares outstanding and entitled to vote at the Meeting. The following matters were submitted to a vote of the shareholders, the results of which were as follows:
1. Election of Directors.
The following persons were elected as directors of Eastside by the votes cast as follows:
| Nominee | | Votes For | | | Votes Against | | | Votes Withheld | | | Broker Non-Votes | |
| Elizabeth Levy-Navarro | | | 639,263 | | | | 198,456 | | | | 12,272 | | | | 299,820 | |
| | | | | | | | | | | | | | | | | |
| Eric Finnsson | | | 644,853 | | | | 190,888 | | | | 14,250 | | | | 299,820 | |
| | | | | | | | | | | | | | | | | |
| Robert Grammen | | | 735,957 | | | | 101,742 | | | | 12,292 | | | | 299,820 | |
| | | | | | | | | | | | | | | | | |
| Stephanie Kilkenny | | | 722,752 | | | | 117,347 | | | | 9,892 | | | | 299,820 | |
| | | | | | | | | | | | | | | | | |
| Geoffrey Gwin | | | 805,738 | | | | 24,233 | | | | 20,020 | | | | 299,820 | |
2. Approval of Executive Compensation.
Advisory approval of the compensation of Eastside’s named executive officers passed with the following votes:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 709,442 | | | | 135,951 | | | | 4,598 | | | | 299,820 | |
3. Ratification of M&K CPAS, PLLC.
The proposal to ratify the appointment of M&K CPAS, PLLC as Eastside’s independent registered public accounting firm for fiscal year 2023 was approved per the votes cast as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 1,064,895 | | | | 51,559 | | | | 33,357 | |
4. Approval of the Proposal to Increase the Number of Authorized Shares
The proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 6,000,000 was approved as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 804,394 | | | | 42,089 | | | | 3,508 | | | | 299,820 | |
5. Authorization to adjourn the Annual Meeting
The proxy holders were authorized to adjourn the Annual Meeting, if necessary, by the following vote:
| Votes For | | | Votes Against | | | Abstentions | |
| | 1,087,197 | | | | 57,409 | | | | 5,205 | |
An adjournment was not required.
Item 5.03 Amendments to Articles of Incorporation
On January 2, 2024, the Registrant filed with the Nevada Secretary of State a Certificate of Amendment of the Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of Common Stock from 1,750,000 to 6,000,000.
Item 9.01 Financial Statements and Exhibits
Exhibits
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.
Date: January 4, 2024
| | EASTSIDE DISTILLING, INC. |
| | | |
| | By: | /s/ Geoffrey Gwin |
| | | Geoffrey Gwin |
| | | Chief Executive Officer |
