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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 28, 2023
CRIMSON WINE GROUP, LTD.
(Exact Name of Registrant as Specified in Charter)
Delaware000-5486613-3607383
(State or Other Jurisdiction
of Incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
5901 Silverado Trail, Napa, California
94558
(Address of Principal Executive Offices)(Zip Code)
(800) 486-0503
(Registrant’s telephone number, including area code)
N/A
(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: None.

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. ☐                        



Item 3.03.    Material Modification to Rights of Security Holders.

On July 31, 2023, Crimson Wine Group, Ltd. (the “Company”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) of the Company with the Secretary of State of the State of Delaware that restricts certain transfers of shares of the Company’s common stock (“Common Stock”). The Charter Amendment is intended to preserve certain tax benefits of the Company’s net operating losses for long-term stockholder value. Subject to certain limited exceptions, the Charter Amendment’s transfer restrictions would restrict the transfer of shares of Common Stock if such transfer would result in either increasing a person’s ownership of shares of Common Stock from less than 5% to 5% or more of shares of Common Stock, or, with respect to persons who own 5% or more of shares of Common Stock, increasing the percentage of shares of Common Stock that such person owns. Any direct or indirect transfer attempted in violation of the Charter Amendment would be void as of the date of the prohibited transfer as to the purported transferee, and the purported transferee would not be recognized as the owner of the shares of Common Stock attempted to be owned in violation of the Charter Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such shares.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The following matters were submitted to a vote of the stockholders of the Company at the Annual Meeting of Stockholders of the Company held on July 28, 2023.

1. Election of Directors
Each of the seven nominees for director was elected, and the voting results are set forth below:

NomineeVotes ForNumber of Shares WithheldBroker Non-Votes
John D. Cumming14,995,863943,0223,662,890
Annette D. Alvarez-Peters15,174,449764,4563,662,890
Douglas M. Carlson14,036,1261,902,7593,662,890
Avraham M. Neikrug14,181,0041,757,8813,662,890
Colby A. Rollins14,020,4701,918,4153,662,890
Joseph S. Steinberg14,998,263940,6223,662,890
Luanne D. Tierney14,182,0151,756,8703,662,890



2. Ratification of BPM LLP as independent registered public accounting firm of the Company for the year ending December 31, 2023.

The ratification of BPM LLP was approved, and the voting results are set forth below:
Votes For:18,761,901
Votes Against:7,280
Votes Abstained:832,594

3. Approval of the advisory resolution approving the compensation of the Company’s named executive officers (“say-on-pay”).

The advisory resolution on say-on-pay was approved, and the voting results are set forth below:
Votes For:14,840,432
Votes Against:1,079,508
Votes Abstained:18,945
Broker Non-Votes:3,662,890

4. Approval of the Charter Amendment.

The Charter Amendment was approved, and the voting results are set forth below:
Votes For:12,092,146
Votes Against:3,148,494
Votes Abstained:698,226
Broker Non-Votes:3,662,909


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
3.1
104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document).


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.

Dated: July 31, 2023

CRIMSON WINE GROUP, LTD.


By: /s/ Jennifer Locke    
Name: Jennifer Locke
Title: Chief Executive Officer

Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CRIMSON WINE GROUP, LTD.
Crimson Wine Group, Ltd. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: Article IX, Section 1(h) of the Amended and Restated Certificate of Incorporation of the Corporation be, and it hereby is, amended in its entirety to read as follows:
“(h) “Restriction Release Date” means the earliest of (i) July 28, 2026, (ii) the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) (and any comparable successor provision) (“Section 382”), or (iii) the beginning of a taxable year of the Corporation as of which no Tax Benefits may be carried forward.”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of the 28th day of July, 2023.

CRIMSON WINE GROUP, LTD.


By:    /s/ Jennifer Locke            
    Name: Jennifer Locke
    Title: Chief Executive Officer

v3.23.2
Cover
Jul. 28, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 28, 2023
Entity Registrant Name CRIMSON WINE GROUP, LTD.
Entity Incorporation, State or Country Code DE
Entity File Number 000-54866
Entity Tax Identification Number 13-3607383
Entity Address, Address Line One 5901 Silverado Trail
Entity Address, City or Town Napa
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94558
City Area Code 800
Local Phone Number 486-0503
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001562151
Amendment Flag false
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