Current Report Filing (8-k)
04 June 2019 - 6:07AM
Edgar (US Regulatory)
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): May 30, 2019
New Age Beverages Corporation
(Exact
name of registrant as specified in its charter)
Washington
(State
or other jurisdiction of incorporation)
001-38014
|
|
27-2432263
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
2420 17
th
Street, Suite 220, Denver, CO 80202
(Address
of principal executive offices) (Zip Code)
(303) 289-8655
|
(Registrant’s
telephone number, including area code)
|
1700
E. 68
th
Avenue, Denver, CO 80229
|
(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:
Title
of each class
|
Ticker
symbol(s)
|
Name of
each exchange on which registered
|
Common
stock, par value $0.001 per share
|
NBEV
|
The
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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On May
30, 2019, New Age Beverages Corporation, a Washington corporation
(the “Company”), filed an amendment to its Articles of
Incorporation, as amended, pursuant to which the Company increased
the authorized shares of common stock of the Company from
100,000,000 to 200,000,000.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On May
30, 2019, the Company held its annual meeting of shareholders (the
“Meeting”). A total of 59,635,921 shares of
common, constituting a quorum, were present and accounted for at
the Meeting. At the Meeting, the Company’s stockholders
voted on and approved the following proposals:
(i)
The election of six
(6) members of the board of directors of the Company (the
“Board”) to serve until the next annual meeting to be
held in 2020 or until their successors have been duly elected and
qualified;
All the
director nominees were elected and the votes cast were as
follows:
Director
|
|
|
|
Brent
Willis
|
11,448,124
|
492,089
|
47,695,708
|
Greg Fea
|
11,430,197
|
510,016
|
47,695,708
|
Tim
Haas
|
11,557,806
|
382,407
|
47,695,708
|
Ed
Brennan
|
11,421,444
|
517,869
|
47,696,608
|
Reginald
Kapteyn
|
11,254,319
|
685,894
|
47,695,708
|
Amy
Kuzdowicz
|
11,607,502
|
329,711
|
47,698,708
|
(ii)
The ratification of
the appointment of Accell Audit & Compliance, PA to serve as
the Company’s independent registered public accounting firm
for fiscal year 2019;
The
appointment of
Accell Audit &
Compliance, PA
was approved and the votes were cast as
follows:
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
57,273,612
|
|
1,263,591
|
|
1,098,717
|
|
1
|
(iii) To
approve an increase of the authorized common stock of the Company
from 100,000,000 to 200,000,000 shares.
The
increase of the authorized common stock of the Company to
200,000,000 was approved and the votes were cast as
follows:
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
43,595,964
|
|
14,799,222
|
|
1,240,732
|
|
3
|
(iv)
Approval
of the New Age Beverages Corporation 2019 Equity Compensation Plan
(the “2019 Plan”), including the reservation of
10,000,000 shares of the Company’s common stock
thereunder.
The ratification of the 2019 Plan was approved and the votes were
cast as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
9,284,798
|
|
2,171,414
|
|
482,603
|
|
47,697,106
|
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Articles of
Amendment to the Articles of Incorporation, as filed with the
Secretary of State of the State of Washington on May 31,
2019.
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.
|
NEW AGE
BEVERAGES CORPORATION
|
|
|
|
|
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Date:
June 3, 2019
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By:
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/s/
Gregory A. Gould
|
|
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Gregory
A. Gould
|
|
|
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Chief
Financial Officer
|
|
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