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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 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  

 

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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.

 

Date: June 23, 2022 ALTO INGREDIENTS, INC.
       
    By: /S/ AUSTE M. GRAHAM
      Auste M. Graham,
      Vice President, General Counsel & Secretary

 

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