UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2024
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
Nevada | | 1-39537 | | 81-1589788 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
5303 Spine Road, Suite 204, Boulder, Colorado | | 80301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (541) 588-3600
(Former name or former address, if changed since last report)
Not Applicable
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)) |
| ☐ | Pre-commencement 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 of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.001 | | LSF | | NYSE American |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Incentive Plan Amendment
As described below under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Laird Superfood, Inc. (the “Company”), stockholders approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “Incentive Plan”) to (i) increase the number of shares that may be issued under the Incentive Plan from 2,463,258 shares to 4,000,000 shares, (ii) extend the term of the Incentive Plan to May 7, 2034, and (iii) modify the Incentive Plan’s “evergreen” provision, by extending such provision an additional four years so that the last increase pursuant to the evergreen provision will be made on January 1, 2034, rather than January 1, 2030 (the “Incentive Plan Amendment”). As a result, the Incentive Plan Amendment became effective on June 27, 2024. A description of the Incentive Plan Amendment and the material terms of the Incentive Plan are included under the heading “Proposal 2: Approval of Incentive Plan Amendment” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 15, 2024 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the Incentive Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Resignation of General Counsel and Secretary
As previously disclosed, on May 28, 2024, Mr. Steve Richie notified the Company of his intention to retire as General Counsel and Secretary of the Company. The Company and Mr. Richie mutually agreed that Mr. Richie's resignation will be effective as of July 8, 2024.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 27, 2024, the Company held its Annual Meeting. The total number of shares of the Company’s common stock, par value $0.001 per share, voted in person or by proxy at the Annual Meeting was 6,565,796, representing approximately 68.31% of the 9,611,544 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum. The voting results on the matters submitted to the Company's stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of (i) Geoffrey T. Barker, (ii) Patrick Gaston, (iii) Greg Graves, (iv) Laird Hamilton, (v) Grant LaMontagne, (vi) Maile Naylor and (vi) Jason Vieth to the Company’s Board of Directors, each to serve for a one-year term until the annual meeting of stockholders to be held in 2025.
| Name | For | Withheld | Broker Non-Votes |
| Geoffrey T. Barker | 3,033,510 | 8,775 | 3,523,511 |
| Maile Naylor | 2,820,655 | 221,630 | 3,523,511 |
| Patrick Gaston | 2,820,841 | 221,444 | 3,523,511 |
| Greg Graves | 2,918,646 | 123,639 | 3,523,511 |
| Laird Hamilton | 3,036,199 | 6,086 | 3,523,511 |
| Grant LaMontagne | 2,819,832 | 222,453 | 3,523,511 |
| Jason Vieth | 3,035,867 | 6,418 | 3,523,511 |
Proposal 2 – Approval of the Incentive Plan Amendment.
| For | Against | Abstain | Broker Non-Votes |
| 2,506,353 | 528,035 | 7,897 | 3,523,511 |
Proposal 3 – Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstain | Broker Non-Votes |
| 6,416,619 | 93,642 | 55,535 | - |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description |
| 10.1 | |
| 104 | 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.
| Date: June 28, 2024 | | | | Laird Superfood, Inc. |
| | | | |
| | | | | By: | | /s/ Anya Hamill |
| | | | | Name: | | Anya Hamill |
| | | | | Title: | | Chief Financial Officer |
