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): November 22, 2022
_______________________________________________
Vintage Wine Estates, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________
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Nevada | | 001-40016 | | 87-1005902 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
937 Tahoe Boulevard, Suite 210
Incline Village, Nevada 89451
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (877) 289-9463
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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, no par value per share | | VWE | | The NASDAQ Stock Market LLC |
Warrants to purchase common stock | | VWEWW | | The NASDAQ Stock Market LLC |
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 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. ☐
Item 5.07 — Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting on November 22, 2022. Of the 61,691,054 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 54,691,772 shares of common stock, or 88.7%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below.
Proposal 1: Stockholders elected the nine director nominees named in the Proxy Statement, each for a term expiring at the next annual meeting of stockholders and until his or her respective successor is duly elected and qualified (or until any such director’s earlier death, resignation or removal).
| | | | | | | | | | | | |
Director Nominee | | For | | | Withheld | | | Broker Non-Votes (1) | |
Patrick Roney | | | 51,028,817 | | | | 204,616 | | | | 3,458,339 | |
Paul S. Walsh | | | 50,338,221 | | | | 895,212 | | | | 3,458,339 | |
Robert L. Berner III | | | 50,388,267 | | | | 845,166 | | | | 3,458,339 | |
Mark W.B. Harms | | | 51,039,677 | | | | 193,756 | | | | 3,458,339 | |
Candice Koederitz | | | 51,061,676 | | | | 171,757 | | | | 3,458,339 | |
Jon Moramarco | | | 51,052,795 | | | | 180,638 | | | | 3,458,339 | |
Timothy D. Proctor | | | 50,933,499 | | | | 299,934 | | | | 3,458,339 | |
Lisa M. Schnorr | | | 51,064,464 | | | | 168,969 | | | | 3,458,339 | |
Jonathan Sebastiani | | | 47,355,926 | | | | 3,877,507 | | | | 3,458,339 | |
(1) Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Proposal 2: The proposal to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was approved.
| | | | | | | | | | |
For | | | Against | | | Abstentions | |
| 54,247,948 | | | | 359,033 | | | | 84,791 | |
There were no broker non-votes with respect to the ratification of the appointment of Cherry Bekaert LLP.
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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| | Vintage Wine Estates, Inc. |
| | (Registrant) |
| | |
Date: | November 22, 2022 | /s/ Patrick Roney |
| | Patrick Roney |
| | Chief Executive Officer |
