Current Report Filing (8-k)
18 May 2021 - 6:09AM
Edgar (US Regulatory)
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0001579823
2021-05-14
2021-05-14
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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): May 14, 2021
NewAge,
Inc.
|
(Exact
name of registrant as specified in its charter)
|
Washington
|
|
001-38014
|
|
27-2432263
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
2420
17th Street,
Suite 220,
Denver,
CO 80202
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(Address
of principal executive offices) (Zip Code)
|
(303)
566-3030
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(Registrant’s
telephone number, including area code)
|
(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)
|
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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 $0.001 per share
|
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NBEV
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Nasdaq
Capital Market
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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.
NewAge,
Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2021. At
the Annual Meeting, the shareholders of the Company elected the seven director nominees and approved Proposal No. 2, relating to the
issuance of up to 39,650,521 shares of the Company’s common stock pursuant to an Amended and Restated Agreement and Plan of Merger;
Proposal No. 3, relating to the increase in authorized common stock shares; Proposal No. 4, relating to the reincorporation of the Company
from the State of Washington to the State of Delaware; Proposal No. 5, relating to the 2021 compensation of the Company’s named
executive officers; Proposal No. 6, relating to the ratification of Deloitte & Touche LLP as the Company’s independent registered
independent auditors, was approved; and Proposal No. 7, relating to the adjournment of the meeting to a later date. The final voting
results on each proposal brought before the Annual Meeting are as follows:
Proposal
No. 1: To elect seven directors to the board of directors of the Company to serve until the next annual meeting to be held in 2021 or
until their successors have been duly elected and qualified.
|
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For
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Withheld
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Broker Non-Votes
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Brent D. Willis
|
|
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65,487,775
|
|
|
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8,570,455
|
|
|
|
24,961,239
|
|
Ed Brennan
|
|
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71,644,425
|
|
|
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2,413,805
|
|
|
|
24,961,239
|
|
Fred W. Cooper
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67,636,839
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6,421,391
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|
|
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24,961,239
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|
Gregory Fea
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66,782,102
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|
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7,276,128
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|
|
|
24,961,239
|
|
Timothy J. Haas
|
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71,733,967
|
|
|
|
2,324,263
|
|
|
|
24,961,239
|
|
Amy Kuzdowicz
|
|
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61,386,894
|
|
|
|
12,671,336
|
|
|
|
24,961,239
|
|
Alicia Syrett
|
|
|
66,788,426
|
|
|
|
7,269,804
|
|
|
|
24,961,239
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|
Proposal
No. 2: To approve the issuance of up to 39,650,521 shares of the Company’s common stock pursuant to an Amended and Restated Agreement
and Plan of Merger, dated September 30, 2020, by and among the Company, Ariix, LLC, and the additional parties thereto, that, absent
such approval, would violate Nasdaq Listing Rule 5635 (the “Nasdaq Proposal”).
|
For
|
|
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Against
|
|
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Abstain
|
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|
Broker Non-Votes
|
|
|
|
71,643,971
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|
|
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2,181,305
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|
|
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232,954
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|
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24,961,239
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|
Proposal
No. 3: To approve an increase to the total number of shares of the Company’s authorized common stock from 200,000,000 shares to
400,000,000 shares.
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For
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|
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Against
|
|
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Abstain
|
|
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Broker Non-Votes
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|
|
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85,059,698
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|
|
|
13,708,736
|
|
|
|
251,035
|
|
|
|
24,961,239
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|
Proposal
No. 4: To approve the reincorporation of the Company from the State of Washington to the State of Delaware.
|
For
|
|
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Against
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Abstain
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|
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Broker Non-Votes
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|
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72,955,535
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|
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856,460
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|
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246,235
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24,961,239
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|
Proposal
No. 5: To approve an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers.
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For
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Against
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|
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Abstain
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Broker Non-Votes
|
|
|
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68,698,763
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|
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4,648,492
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|
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710,975
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|
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24,961,239
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|
Proposal
No. 6: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2021.
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For
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Against
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Abstain
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Broker Non-Votes
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92,255,738
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6,533,366
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230,364
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|
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24,961,239
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|
Proposal
No. 7: To approve the adjournment of the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos.
2, 3 or 4
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For
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|
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Against
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|
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Abstain
|
|
|
Broker Non-Votes
|
|
|
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93,430,131
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|
|
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5,127,251
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462,087
|
|
|
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24,961,239
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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.
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NEWAGE,
INC.
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Date:
May 17, 2021
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By:
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/s/
Brent D. Willis
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Brent
D. Willis
Chief
Executive Officer
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