Current Report Filing (8-k)
12 August 2021 - 6:04AM
Edgar (US Regulatory)
0001592016false00015920162021-08-062021-08-06
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): August 6, 2021
AgroFresh Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36316
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46-4007249
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA
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19106
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(Address of Principal Executive Offices)
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(Zip Code)
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(267) 317-9139
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K 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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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AGFS
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The Nasdaq Stock Market LLC
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on August 6, 2021 at the annual meeting of stockholders (the “Annual Meeting”) of AgroFresh Solutions, Inc. (the “Company”), the stockholders of the Company approved (1) the Third Amendment to the Company’s 2015 Incentive Compensation Plan (the “Plan”) to, among other things, increase the number of shares of the Company’s common stock reserved for issuance under the Plan from 7,150,000 to 13,650,000, and (2) the First Amendment to the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of the Company’s common stock reserved for issuance under the Plan from 500,000 to 1,250,000. The summaries of material terms of the Third Amendment to the Plan and of the First Amendment to the ESPP are set forth in the Company’s Definitive Proxy Statement dated June 25, 2021 under the captions “Proposal 2 – Approval and Adoption of the Third Amendment to the AgroFresh Solutions, Inc. 2015 Incentive Compensation Plan” and “Proposal 3 – Approval and Adoption of the First Amendment to the AgroFresh Solutions, Inc. 2019 Employee Stock Purchase Plan,” respectively, and are incorporated herein by reference. Such descriptions of the Third Amendment to the Plan and the First Amendment to the ESPP are qualified in their entireties by reference to the Third Amendment to the Plan and to the First Amendment to the ESPP, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of AgroFresh Solutions, Inc. (the “Company”) held on August 6, 2021 (the “Annual Meeting”), the Company’s stockholders (1) elected the Company’s eight nominees for director for a one-year term, (2) approved and adopted the Third Amendment to the Plan, (3) approved and adopted the First Amendment to the ESPP, (4) ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 and (5) authorized the Company’s board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. The final voting results for each proposal submitted to a vote are set forth below:
PROPOSAL 1: Election of Directors.
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Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Robert J. Campbell
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66,765,209
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3,600,756
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18,422
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4,337,226
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Alexander Corbacho
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66,695,697
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3,635,387
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53,303
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4,337,226
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Denise L. Devine
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68,889,425
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1,465,390
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29,572
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4,337,226
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Nance K. Dicciani
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68,914,044
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1,452,567
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17,776
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4,337,226
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Kay Kuenker
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69,060,462
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1,270,819
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53,106
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4,337,226
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Clinton A. Lewis, Jr.
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69,039,560
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1,315,058
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29,769
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4,337,226
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Kevin Schwartz
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68,978,798
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1,375,783
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29,806
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4,337,226
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Macauley Whiting, Jr.
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68,867,850
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1,458,596
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57,941
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4,337,226
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PROPOSAL 2: Approval and adoption of the Second Amendment to the Plan.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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66,589,120
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3,694,223
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101,044
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4,337,226
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PROPOSAL 3: Approval and adoption of the Third Amendment to the ESPP.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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69,037,920
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1,253,941
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92,526
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4,337,226
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PROPOSAL 4: Approval of the ratification of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.
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Votes For
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Votes Against
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Abstentions
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73,492,416
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1,225,017
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4,180
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PROPOSAL 5: Approval to authorize the Board of Directors to adjourn and postpone the Annual Meeting to a later date or dates.
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Votes For
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Votes Against
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Abstentions
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61,608,886
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12,979,997
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132,730
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Item 9.01 Exhibits
(d) Exhibits.
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Exhibit Number
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Exhibit
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Third Amendment to 2015 Incentive Compensation Plan (incorporated herein by this reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on June 25, 2021).
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First Amendment to 2019 Employee Stock Purchase Plan (incorporated herein by this reference to Appendix B to the Company’s Definitive Proxy Statement filed with the Commission on June 25, 2021).
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SIGNATURE
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: August 11, 2021
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AGROFRESH SOLUTIONS, INC.
By: /s/ Thomas Ermi
Name: Thomas Ermi
Title: Vice President and General Counsel
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