| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 20, 2023, The Duckhorn Portfolio, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).
The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on January 23, 2023 (“Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 20, 2023, the Company held its Annual Meeting. A total of 109,512,028 shares were present or represented by proxy at the Annual Meeting, representing approximately 95.08% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:
Proposal No. 1 was the election of three nominees to serve as Class II directors of the Company, each for a term of three years until the Company’s 2026 annual meeting of stockholders. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
Melanie Cox | | | 92,171,009 | | | | 13,362,844 | | | | 37,716 | | | | 3,940,459 | |
Adriel Lares | | | 93,225,014 | | | | 12,307,288 | | | | 39,267 | | | | 3,940,459 | |
James O’Hara | | | 88,586,299 | | | | 16,943,099 | | | | 42,171 | | | | 3,940,459 | |
Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.
| 2. | Ratification of the Appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm |
Proposal No. 2 was the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. The results of the vote were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 109,448,548 | | 17,251 | | 46,229 |
Pursuant to the foregoing vote, the ratification of PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023 was approved.
| 3. | Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers |
Proposal No. 3 was the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers. The results of the vote were as follows:
| | | | | | |
Three Years | | Two Years | | One Year | | Abstentions |
| 72,305,280 | | 20,001 | | 33,233,931 | | 12,357 |
