Current Report Filing (8-k)
17 December 2021 - 9:00AM
Edgar (US Regulatory)
0000730349
false
NONE
0000730349
2021-12-16
2021-12-16
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
December
16, 2021
Date
of Report
(Date
of earliest event reported)
TOFUTTI
BRANDS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-09009
|
|
13-3094658
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS Employer
Identification No.)
|
50
Jackson Drive Cranford, New Jersey 07016
|
(Address
of principal executive offices and zip code)
|
(908)272-2400
|
(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 (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(g) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.01 per share
|
|
TOFB
|
|
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.
At
the Registrant’s Annual Meeting of Shareholders held on December 16, 2021, the shareholders of the Registrant entitled to vote
at the meeting voted to (i) elect the four individuals named below to serve as directors of the Registrant to hold office until the Annual
Meeting of Shareholders to be held in 2022 and until their successors have been duly elected and qualified, and (ii) ratify the appointment
of Mazars USA LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending January 1, 2022.
|
1.
|
The
votes cast by shareholders with respect to the election of directors were as follows.
|
|
|
For
|
|
|
Withheld
|
|
|
Broker
Non-Votes
|
|
|
%
Votes
For
|
|
Joseph
N. Himy
|
|
|
3,264,565
|
|
|
|
77,665
|
|
|
|
613,850
|
|
|
|
65.3
|
%
|
Scott
Korman
|
|
|
3,364,156
|
|
|
|
78,074
|
|
|
|
613,850
|
|
|
|
65.3
|
%
|
Efraim
Mintz
|
|
|
3,363,740
|
|
|
|
78,490
|
|
|
|
613,850
|
|
|
|
65.3
|
%
|
Franklyn
Snitow
|
|
|
3,362,956
|
|
|
|
79,274
|
|
|
|
613,850
|
|
|
|
65.3
|
%
|
|
2.
|
The
votes cast by shareholders with respect to the ratification of the selection of Mazars USA
LLP as the Registrant’s independent registered public accounting firm for the fiscal
year ending January 1, 2022 were as follows.
|
For
|
|
|
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
% Votes
For
|
|
3,859,254
|
|
|
|
1,238
|
|
|
|
195,588
|
|
|
|
0
|
|
|
|
74.9
|
%
|
ITEM 8.01 OTHER EVENTS
On
December 16, 2021, the Board of Directors of the Registrants adopted amendments of the Registrant’s 2014 Equity Incentive Plan
(the “Plan’). Such amendments updated the Plan to: (i) reflect that the Tax Cuts and Jobs Act modified Section 162(m) of
the Internal Revenue Code of 1986, as amended, eliminated tax advantages for so-called “performance-based compensation” and
to clarify that such awards will no longer be available under the Plan; (ii) to provide that Stock Option Committee under the Plan shall
be composed of individuals who are “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934,
as amended; and (iii) to eliminate the limitation on the number of shares of Common Stock of the Registrant that may be issued as Awards
under the Plan.
The
foregoing descriptions of the amendments to the Plan are qualified in their entirety by reference to the full text of the First Amendment
to the Tofutti Brands Inc 2014 Equity Incentive Plan which is filed as Exhibits 99.1 to this Current Report on Form 8-K and are incorporated
in this Report by reference.
At
the Annual General Meeting of Shareholders the Registrant announced that the OTC Markets Inc. had notified the Registrant that it has
qualified to trade on the OTCQX Best Market and that the upgrade from the OTCQB Venture Market will take place in January 2022.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
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 thereunto duly authorized.
Date:
December 16, 2021
|
TOFUTTI
BRANDS INC.
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/Steven
Kass
|
|
|
Steven
Kass
|
|
|
Chief
Executive Officer
|
Tofutti Brands (QB) (USOTC:TOFB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tofutti Brands (QB) (USOTC:TOFB)
Historical Stock Chart
From Jul 2023 to Jul 2024