Form 8-K - Current report

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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): December 12, 2023

_______________________________________________

 

 

Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

 

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: [phone]

_______________________________________________________

 

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(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

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

The Company held the Annual Meeting on December 12, 2023. Of the 59,565,790 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 42,586,769 shares of common stock, or 71.5%, 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			32,901,016				1,047,045				8,638,708
Paul S. Walsh			31,148,620				2,799,441				8,638,708
Robert L. Berner III			31,701,597				2,246,464				8,638,708
Mark W.B. Harms			31,399,380				2,548,681				8,638,708
Candice Koederitz			30,688,704				3,259,357				8,638,708
Jon Moramarco			33,063,052				885,009				8,638,708
Timothy D. Proctor			31,376,541				2,571,520				8,638,708
Lisa M. Schnorr			29,637,307				4,310,754				8,638,708
Jonathan Sebastiani			31,596,838				2,351,223				8,638,708

 

(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 amend the Company's Articles of Incorporation to effectuate a reverse stock split of our issued and outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-25 (the "Reverse Stock Split"), with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined by our Board of Directors, in its sole discretion and without further action by our stockholders, for a period of up to one year from December 12, 2023, was approved.

For				Against				Abstentions
	40,997,935				1,478,317				110,517

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, 2024 was approved.

For				Against				Abstentions
	42,085,124				434,148				67,497

 

There were no broker non-votes with respect to Proposals 2 and 3.

 

 

 

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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.

		Vintage Wine Estates, Inc.
		(Registrant)
Date:	December 12, 2023	/s/ KRISTINA JOHNSTON
		Kristina Johnston
		Chief Financial Officer

 

 

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Document and Entity Information	Dec. 12, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001834045
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Entity Registrant Name	Vintage Wine Estates, Inc.
Entity Incorporation State Country Code	NV
Entity File Number	001-40016
Entity Tax Identification Number	87-1005902
Entity Address, Address Line One	937 Tahoe Boulevard
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	(877)
Local Phone Number	289-9463
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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