Current Report Filing (8-k)

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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): June 1, 2023

HF FOODS GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware  State or other Jurisdiction of     incorporation )			001-38180 (Commission File No.)			81-2717873 (IRS Employer Identification No)

6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada (Address of principal executive offices)			89118 (Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

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:

☐     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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.0001 par value			HFFG			Nasdaq Capital Market
Preferred Share Purchase Rights			N/A			Nasdaq Capital Market

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.  ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

HF Foods Group Inc. (the “Company”) held its combined 2022-2023 annual meeting of stockholders on Thursday, June 1, 2023, at 12:00 p.m. eastern time (the “Annual Meeting”). A total of 45,311,605 shares, or 84.1% of the Company’s outstanding common stock, were present in person or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders: (i) elected the five director nominees listed below to serve until the 2024 annual meeting of the Company’s stockholders; (ii) approved and ratified the appointment of BDO USA LLP as the Company’s independent auditor for fiscal year 2023; and (iii) approved, on an advisory basis, the Company’s named executive officer compensation.

Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

Proposal 1:			The election of five director nominees to serve until the 2024 annual meeting of the Company’s stockholders:

Director Name						For						Against						Abstain						Broker Non-Votes
Russell T. Libby						22,919,028						12,809,511						378,320						9,204,746
Xiao Mou Zhang						35,440,133						360,652						306,074						9,204,746
Valerie Chase						35,112,600						914,708						79,551						9,204,746
Hong Wang						31,771,677						3,956,862						378,320						9,204,746
Prudence Kuai						35,545,907						173,601						387,351						9,204,746

Proposal 2:			The approval and ratification of the appointment of BDO USA LLP as the Company’s independent auditor for 2023:

For						Against						Abstain						Broker Non-Votes
44,885,512						38,109						387,984						—

Proposal 3:			An advisory vote to approve the Company’s named executive officer compensation:

For						Against						Abstain						Broker Non-Votes
35,957,082						105,012						44,765						9,204,746

Item 8.01 Other Events.

On June 5, 2023, the Company filed a press release announcing the results of the annual meeting, among other matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibits
99.1			Press release issued by HF Foods Group Inc. on June 5, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

			HF FOODS GROUP INC.
Date: June 5, 2023			/s/ Carlos Rodriguez
			Carlos Rodriguez
			Chief Financial Officer