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): February 9, 2024
BEYOND MEAT, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38879 | | 26-4087597 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
888 N. Douglas Street, Suite 100
El Segundo, California 90245
(Address of principal executive offices, including zip code)
(866) 756-4112
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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| ☐ | 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 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | | BYND | | The Nasdaq Stock Market LLC |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 9, 2024, the Board of Directors (the “Board”) of Beyond Meat, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Bylaws”), which became effective the same day.
Article I, Section 1.7 of the Bylaws was amended to implement a majority voting standard for uncontested director elections with a plurality voting standard carve out for contested director elections. Prior to this amendment, the plurality voting standard applied for both uncontested and contested director elections. We believe majority voting for directors for uncontested director elections is a good governance practice.
The Board also approved an amendment to the Company’s Corporate Governance Guidelines to reflect this change, as well as to implement a director resignation policy in the event one or more directors fails to receive the required vote. The Nominating and Corporate Governance Committee (or another committee of independent directors) of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee (or such other committee), the Board will determine whether to accept or reject any such resignation, or what other action should be taken, within 90 days from the date of the certification of election results, and publicly disclose such decision.
The foregoing description of the amendment to the bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. The Company’s Corporate Governance Guidelines are available under the “Investors” section of our website at https://investors.beyondmeat.com. Information on or accessible through our website is not incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | | Description |
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| 3.1 | | |
| 104 | | Cover page interactive data file (embedded with 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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| BEYOND MEAT, INC. |
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| By: | /s/ Teri L. Witteman |
| Teri L. Witteman |
| Chief Legal Officer and Secretary |
Date: February 13, 2024
