Rocky Mountain Chocolate Factory, Inc.
8-K on 10/08/2021   Download
SEC Document
SEC Filing
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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): October 6, 2021
____________________________
 
logo.jpg
 
Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
____________________________
 
Delaware
 
001-36865
 
47-1535633
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)
 
Registrant’s telephone number, including area code: (970) 259-0554
____________________________
 
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 Act:
 
Title of each class registered
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
RMCF
 
Nasdaq Global Market
Preferred Stock Purchase Rights   RMCF   Nasdaq Global 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 5.07.         Submission of Matters to a Vote of Security Holders.
 
On October 6, 2021, Rocky Mountain Chocolate Factory, Inc. (“RMCF” or the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast at which the matters set forth below were submitted to a vote of stockholders. As of the close of business on August 12, 2021, the record date for the Annual Meeting, 6,124,288 shares of the Company’s common stock were outstanding and entitled to vote.
 
The proposals voted on at the Annual Meeting were described, as applicable, in (i) the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on September 9, 2021 (as supplemented), and (ii) the definitive proxy statement filed by AB Value with the SEC on September 13, 2021 (as supplemented). As used herein, “AB Value” refers to collectively, AB Value Partners, LP, AB Value Management LLC, Bradley Radoff, and their director nominees.
 
On October 7, 2021, the independent inspector of election for the Annual Meeting (the “Inspector of Election”) delivered its preliminary results to the Company and AB Value, which preliminary results are set forth below. These results are only preliminary and are subject to change upon review and challenge, which may be called for by one or both of the Company and AB Value. These preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. At this time, the Company does not know when the Inspector of Election will complete its work and then be able to certify the Annual Meeting vote results. There can be no assurance that the outcome of the final results will be consistent with the preliminary vote results indicated on this Current Report on Form 8-K.
 
Proposal 1 — Election of directors to serve until the 2022 annual meeting of stockholders and until their respective successors are elected and qualified.
 
The preliminary votes FOR and WITHHELD for each nominee, by order of the votes FOR each nominee, are set forth below. The six nominees with the most votes in favor will be elected to the Board of Directors after certification of the final results by the Inspector of Election.
 
 
Votes For
 
Votes Withheld
 
Elisabeth B. Charles*
2,394,383
 
45,152
 
Gabriel Arreaga*
2,394,057
 
45,478
 
Jeffrey R. Geygan*
2,371,869
 
67,666
 
Brett P. Seabert*
2,370,681
 
68,854
 
Mark Riegel†
2,002,491
 
28,761
 
Sandra Elizabeth Taylor†
2,000,332
 
30,920
 
Bryan J. Merryman*
1,808,373
 
631,162
 
Rahul Mewawalla*
1,806,464
 
633,071
 
Andrew T. Berger†
1,727,866
 
303,386
 
Rhonda J. Parish†
1,725,515
 
305,737
 
____________________________
* RMCF Nominee
† AB Value Nominee
 
 

 
Proposal 2 — Ratification of the appointment of Plante & Moran PLLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2022.
 
Votes For
 
Votes Against
 
Abstentions
 
4,423,503
 
21,120
 
26,162
 
 
 
Proposal 3 — Advisory vote to approve the compensation of the Company’s named executive officers.
 
Votes For
 
Votes Against
 
Abstentions
 
1,708,004
 
2,698,031
 
64,744
 
 
 
Proposal 4 (Stockholder Proposal) — Advisory vote to request that the Board of Directors redeem any previously issued, and not adopt or extend any, poison pill, unless the poison pill was submitted to stockholder approval within 12 months of the poison pill’s adoption.
 
Votes For
 
Votes Against
 
Abstentions
 
1,738,916
 
283,671
 
8,665
 
 
 

 
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.
 
 
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
     
Date: October 8, 2021
By:
/s/ Bryan J. Merryman
 
Name:
Bryan J. Merryman
 
Title:
Chief Executive Officer and Chief Financial Officer