UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On June 8, 2022, The Real Good Food Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”) virtually via live webcast. Present at the Meeting in person or by proxy were holders of 5,062,053 shares of Class A common stock of the Company and 9,937,912 shares of Class B common stock of the Company, which together represented 58.26% of the voting power of all shares of common stock of the Company as of April 11, 2022, the record date for the Meeting, and constituted quorum for the transaction of business at the Meeting.
The stockholders of the Company voted on the following proposals at the Meeting:
| 1. | To elect two Class I Directors to serve on the board of directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve the Company’s 2021 Employee Stock Purchase Plan; |
| 3. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| 4. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. |
For more information about the foregoing proposals, see the Company’s 2022 Proxy Statement.
Holders of the shares of Class A and Class B common stock are entitled to one vote per share. Holders of the shares of Class A and Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Meeting.
The final voting results for each of these proposals are detailed below.
| 1. | Election of Class I Directors. |
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Gilbert B. de Cardenas |
14,220,900 | 60,441 | 718,624 | |||||||||
| Mark J. Nelson |
14,220,949 | 60,392 | 718,624 | |||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified.
| 2. | Approval of 2021 Employee Stock Purchase Plan. |
| Votes For |
Votes Against |
Abstained |
Broker Non-Votes | |||
| 13,845,079 |
435,362 | 900 | 718,624 |
Based on the votes set forth above, the Company’s 2021 Employee Stock Purchase Plan was approved.
| 3. | Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm |
| Votes For |
Votes Against |
Abstained |
Broker Non-Votes | |||
| 14,988,246 |
7,841 | 3,878 | 0 |
Based on the votes set forth above, the stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| 4. | Advisory Vote on Executive Compensation. |
| Votes For |
Votes Against |
Abstained |
Broker Non-Votes | |||
| 13,259,883 |
15,995 | 1,005,463 | 718,624 |
Based on the votes set forth above, the stockholders approved the compensation, on a non-binding, advisory basis, for the Company’s named executive offers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE REAL GOOD FOOD COMPANY, INC. | ||||
| Date: June 10, 2022 | By: | /s/ Gerard G. Law | ||
| Gerard G. Law | ||||
| Chief Executive Officer | ||||