0000838875 false WILLAMETTE VALLEY VINEYARDS INC 0000838875 2023-07-15 2023-07-15 0000838875 us-gaap:CommonStockMember 2023-07-15 2023-07-15 0000838875 us-gaap:PreferredStockMember 2023-07-15 2023-07-15 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): July 15, 2023

 

Willamette Valley Vineyards, Inc.

(Exact name of Company as specified in its charter)

 

Oregon 001-37610 93-0981021

(State or other

jurisdiction of

incorporation)

(Commission File No.)

 

  

(I.R.S. Employer

Identification No.)

  

 

8800 Enchanted Way SE

Turner, OR 97392

(Address of principal executive offices)

 

(503) 588-9463

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 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   Trading Symbol(s)   Name of each exchange on which registered
 Common Stock,   WVVI   NASDAQ Capital Market
 Series A Redeemable Preferred Stock   WVVIP   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

 

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. o

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

Annual Meeting of Shareholders

 

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Willamette Valley Vineyards, Inc. (the “Company”) was held virtually on July 15, 2023 from Turner, Oregon. A total of 3,608,684 shares of Common Stock, representing approximately 72.7% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

 

Proposal 1 – Election of Directors:

 

All of the nominees for director were elected to serve until the Company’s Annual Meeting in the indicated years with the respective votes set forth opposite their names:

 

    Year   Votes Cast For   Votes Witheld
    Term     % of     % of
Nominees for Director   Ends   Number Votes Cast   Number Votes Cast
James W. Bernau   2026   2,766,130 92.58%   221,748 7.42%
Sean M. Cary   2026   2,233,789 74.76%   754,089 25.24%

 

Proposal 2 – Ratification of Appointment of Independent Auditors:

 

The shareholders ratified the appointment of Moss Adams LLP as independent auditors for the 2023 fiscal year by the votes set forth in the following table:

 

Votes Cast For   Votes Cast Against   Abstain    
  % of     % of     % of   Broker
Number Votes Cast   Number Votes Cast   Number Votes Cast   Non-Votes
3,586,697 99.39%   5,414 0.15%   16,573 0.46%   0
                   

 

Proposal 3–Advisory (Non-Binding) Approval of Company’s Executive Compensation:

 

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement, by the votes set forth in the following table:

 

Votes Cast For   Votes Cast Against   Abstain    
  % of     % of     % of   Broker
Number Votes Cast   Number Votes Cast   Number Votes Cast   Non-Votes
2,713,065 90.80%   244,983 8.20%   29,830 1.00%   620,806
                   

  

 

 

Proposal 4–Advisory (Non-Binding) Approval on the Frequency of Advisory Votes on the Company’s Executive Compensation:

 

The Company’s shareholders approved, on an advisory basis, a three year frequency period, as disclosed in the Company’s Proxy Statement, by the votes set forth in the following table:

 

Votes Cast For 1 Year   Votes Cast For 2 Years   Votes Cast For 3 Years    
  % of     % of     % of    
Number Votes Cast   Number Votes Cast   Number Votes Cast   Abstain
1,124,340 38.17%   116,642 3.96%   1,704,498 57.87%   42,398

 

 

Based on the recommendation of the Company’s board of directors in the Company’s 2023 proxy statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation every three years.

 

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.

 

  WILLAMETTE VALLEY VINEYARDS, INC.
     
 Date:  July 18, 2023 By: /s/  JAMES W. BERNAU  
     
    James W. Bernau
    President

 

 

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Cover
Jul. 15, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 15, 2023
Entity File Number 001-37610
Entity Registrant Name WILLAMETTE VALLEY VINEYARDS INC
Entity Central Index Key 0000838875
Entity Tax Identification Number 93-0981021
Entity Incorporation, State or Country Code OR
Entity Address, Address Line One 8800 Enchanted Way SE
Entity Address, City or Town Turner
Entity Address, State or Province OR
Entity Address, Postal Zip Code 97392
City Area Code (503)
Local Phone Number 588-9463
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Information, Former Legal or Registered Name Not Applicable
Common Stock [Member]  
Title of 12(b) Security Common Stock,
Trading Symbol WVVI
Security Exchange Name NASDAQ
Preferred Stock [Member]  
Title of 12(b) Security Series A Redeemable Preferred Stock
Trading Symbol WVVIP
Security Exchange Name NASDAQ
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