Current Report Filing (8-k)
24 June 2022 - 06:05AM
Edgar (US Regulatory)
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2022-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 23, 2022 |
|
ALTO INGREDIENTS, INC. |
| (Exact Name of
Registrant as Specified in Charter) |
|
Delaware |
|
000-21467 |
|
41-2170618 |
| (State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
|
1300 South Second Street
Pekin,
Illinois
|
|
61554 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
| Registrant’s Telephone
Number, Including Area Code: |
(916)
403-2123 |
| |
|
|
| |
(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 (see General
Instruction A.2. below):
|
☐ |
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, $0.001 par value |
|
ALTO |
|
The
Nasdaq Stock Market LLC
(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.
☐
Item 5.07 Submission of Matters to a Vote of Security
Holders
The 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Alto
Ingredients, Inc. (the “Company”) was held on June 23, 2022. The
following proposals were approved at the Annual Meeting by the
votes indicated:
Proposal One: To
elect seven directors to serve on the Company’s board of directors
until the next annual meeting of stockholders and/or until their
successors are duly elected and qualified. The nominees for
election were William L. Jones, Michael D. Kandris, Terry L. Stone,
Maria G. Gray, Douglas L. Kieta, Gilbert E. Nathan and Dianne S.
Nury.
The following nominees were elected by the votes indicated to serve
as directors until the next annual meeting of stockholders and/or
until their successors are duly elected and qualified:
|
Name
|
Total Votes for Director
|
Total Votes Withheld from Director
|
Total Broker
Non-Votes
|
| William L. Jones |
28,357,798 |
4,047,058 |
15,050,880 |
| Michael D. Kandris |
31,099,472 |
1,305,384 |
15,050,880 |
| Terry L. Stone |
30,499,917 |
1,904,939 |
15,050,880 |
| Maria G. Gray |
31,152,636 |
1,252,220 |
15,050,880 |
| Douglas L. Kieta |
28,683,156 |
3,721,700 |
15,050,880 |
| Gilbert E. Nathan |
28,529,103 |
3,875,753 |
15,050,880 |
| Dianne S. Nury |
31,011,854 |
1,393,002 |
15,050,880 |
Proposal Two: To
approve the 2021 compensation of the Company’s named executive
officers, as disclosed in the proxy statement pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission (“say-on-pay”).
| |
|
Total Votes |
|
| For |
|
|
16,331,462 |
|
| Against |
|
|
15,654,754 |
|
| Abstain |
|
|
418,640 |
|
| Broker Non-Votes |
|
|
15,050,880 |
|
Proposal Three: To
approve an amendment to the Company’s 2016 Stock Incentive Plan to
increase the number of shares of common stock authorized for
issuance under the plan from 7,400,000 shares to 8,900,000
shares.
| |
|
Total Votes |
|
| For |
|
|
26,697,242 |
|
| Against |
|
|
5,597,332 |
|
| Abstain |
|
|
110,282 |
|
| Broker Non-Votes |
|
|
15,050,880 |
|
Proposal Four: To
ratify the appointment of RSM US LLP as the Company’s independent
registered public accounting firm for the year ending December 31,
2022.
| |
|
Total Votes |
|
| For |
|
|
46,177,303 |
|
| Against |
|
|
1,012,679 |
|
| Abstain |
|
|
265,754 |
|
| Broker Non-Votes |
|
|
N/A |
|
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.
| Date: |
June 23, 2022 |
ALTO INGREDIENTS, INC. |
| |
|
|
|
| |
|
By: |
/S/ AUSTE M. GRAHAM |
| |
|
|
Auste M. Graham, |
| |
|
|
Vice President, General Counsel & Secretary |
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