Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 2, 2022, stockholders of Vintage Wine Estates, Inc. (the “Company”) approved the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Plan is described in Proposal 2 in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting of Stockholders held on February 2, 2022 (the “Annual Meeting”), which was filed with the Securities and Exchange Commission on December 23, 2021.
Following such stockholder approval, the Company’s Board of Directors approved an amendment to the Plan (the “Plan Amendment”). The Plan Amendment amends Section 6(c) of the Plan to provide, in accordance with applicable stock exchange requirements, that certain plan limits apply to insiders of the Company as well as such insiders’ associates and affiliates. In accordance with the terms of the Plan and applicable stock exchange rules, the Plan Amendment does not require stockholder approval.
The foregoing description of the Plan Amendment is a summary only and is qualified in its entirety by the full text of the Plan, as amended, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 — Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting on February 2, 2022. Of the 60,461,611 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 55,364,965 shares of common stock, or 91.6%, 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 |
Patrick Roney | | 53,079,316 | | 60,590 | | 2,225,059 |
Paul S. Walsh | | 52,611,478 | | 528,428 | | 2,225,059 |
Robert L. Berner III | | 52,585,793 | | 554,113 | | 2,225,059 |
Mark W.B. Harms | | 53,077,881 | | 62,025 | | 2,225,059 |
Candice Koederitz | | 53,078,749 | | 61,157 | | 2,225,059 |
Jon Moramarco | | 53,073,479 | | 66,427 | | 2,225,059 |
Timothy D. Proctor | | 53,072,123 | | 67,783 | | 2,225,059 |
Lisa M. Schnorr | | 53,082,259 | | 57,647 | | 2,225,059 |
Jonathan Sebastiani | | 53,076,266 | | 63,640 | | 2,225,059 |
Proposal 2: The proposal to approve the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan was approved.
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
51,043,504 | | 2,041,255 | | 55,147 | | 2,225,059 |
Proposal 3: 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, 2022 was approved.
| | | | |
For | | Against | | Abstentions |
55,125,444 | | 152,266 | | 87,255 |
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits