false 0001016504 0001016504 2023-11-27 2023-11-27
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):
 
November 27, 2023
 
________________
 
INTEGRATED BIOPHARMA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
 
               
   001-31668
 22-2407475
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
 
225 Long Avenue
Hillside, New Jersey 07205
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
(973) 926-0816
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
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 Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
None
None
 
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
 
On November 27, 2023, Integrated BioPharma, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 30,099,610 shares of the Company's common stock, par value $0.002 per share, were entitled to vote as of the close of business on October 13, 2023, the record date for the Annual Meeting. The holders of 23,769,815 shares of common stock, representing a quorum, were present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on three proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on or about October 27, 2023 (the "Definitive Proxy Statement").  At the Annual Meeting, Ms. Christina Kay, Messrs. Robert Canarick and William H Milmoe were elected as Class II directors to serve until the 2026 Annual Meeting of Stockholders (subject to their respective earlier removal, death or resignation) and until their successors are elected and qualified.  The affirmative vote of the majority of the votes cast voted in favor of the non-binding advisory proposal of the Executive Compensation paid to the Company’s Named Executive Officers set forth in the Definitive Proxy Statement and the Company’s stockholders  ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024.
 
Proposal No. 1 –To elect one Class II directors for a three-year term to serve until the 2026 Annual Meeting of Stockholders
 
The Company’s stockholders voted for the election of one Class III director, Eric Friedman, to serve until the 2025 Annual Meeting of Stockholders (subject to his respective earlier removal, death or resignation) and until his successor is elected and qualified.  The final voting results were as follows:
 
         
Broker
 
For
  
Withheld
  
Non-Votes
Christina Kay 20,393,822   2,083,000   1,292,993
Robert Canarick 22,301,725   175,097   1,292,993
William H Milmoe 22,285,400   191,422   1,292,993
 
 
Proposal No. 2 –Non-binding, Advisory Vote on Executive Compensation
 
The Company’s stockholders voted, by a non-binding advisory vote for the Executive Compensation paid to the "Named Executive Officers" set forth in the Definitive Proxy Statement.  The final nonbinding voting results were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
19,964,583
  
2,510,524
   1,715  
1,292,993
 
Proposal No. 3 – To ratify the appointment of the Company’s independent auditors for the fiscal year ending June 30, 2024
 
The Company’s stockholders voted in favor of ratifying the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending June 30, 2024. The final voting results were as follows:
 
For
  
Against
  
Abstain
23,762,534   7,281   -
 
There were no other matters voted upon at the Annual Meeting.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibit relating to Item 5.07 shall be deemed to be furnished, and not filed:
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
-1-
 
 
 
 
EXHIBIT INDEX
 
     
Exhibit
  
Description
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-2-
 
 
 
 
 
SIGNATURE
 
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.
 
 
  INTEGRATED BIOPHARMA, INC.
   
Date: November 27, 2023
By:     /s/ Dina L Masi
 
           Dina L Masi
 
           Chief Financial Officer
 
                                   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-3-
v3.23.3
Document And Entity Information
Nov. 27, 2023
Document Information [Line Items]  
Entity, Registrant Name INTEGRATED BIOPHARMA, INC.
Document, Type 8-K
Document, Period End Date Nov. 27, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-31668
Entity, Tax Identification Number 22-2407475
Entity, Address, Address Line One 225 Long Avenue
Entity, Address, City or Town Hillside
Entity, Address, State or Province NJ
Entity, Address, Postal Zip Code 07205
City Area Code 973
Local Phone Number 926-0816
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001016504
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