false000147724600014772462024-12-172024-12-17

 

 

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): December 17, 2024

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S&W SEED COMPANY

(Exact name of registrant as specified in Its charter)

Nevada

001-34719

27-1275784

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2101 Ken Pratt Blvd, Suite 201

Longmont, CO

80501

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (720) 506-9191

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, par value $0.001 per share

SANW

The 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 (§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 December 17, 2024, S&W Seed Company (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting matters are described in detail in the definitive proxy statement relating to the Annual Meeting (the "Proxy Statement").

Proposal 1. Election of Directors

The Company's stockholders elected the four persons listed below as directors of the Company, each to serve until the next Annual Meeting of Stockholders and until their successor is elected, or, if sooner, until their death, resignation or removal. The final voting results were as follows:

Name

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Alexander C. Matina

 

1,153,401

 

50,282

 

227,878

 

450,365

Jeffrey Rona

 

1,148,569

 

49,178

 

233,814

 

450,365

Alan D. Willits

 

1,149,094

 

54,589

 

227,878

 

450,365

Mark W. Wong

 

1,169,008

 

34,284

 

228,269

 

450,365

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. The final voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,856,974

 

6,433

 

18,519

 

0

Proposal 3. Advisory Vote on Executive Compensation

The Company's stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement. The final voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,347,195

 

37,136

 

47,230

 

450,365

Proposal 4. Amending and Restating 2019 Equity Incentive Plan

The Company's stockholders approved the Company's Amended and Restated 2019 Equity Incentive Plan, which, among other things, increases the number of shares of common stock authorized for issuance under such plan by 500,000. The final voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,285,639

 

83,461

 

62,461

 

450,365

 

 

 

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.

S&W SEED COMPANY

 

By:

/s/ Vanessa Baughman

Vanessa Baughman

Date: December 18, 2024

Chief Financial Officer

 

 

 

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Document and Entity Information
Dec. 17, 2024
Cover [Abstract]  
Entity Registrant Name S&W SEED CO
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001477246
Document Type 8-K
Document Period End Date Dec. 17, 2024
Entity Incorporation, State or Country Code NV
Entity File Number 001-34719
Entity Tax Identification Number 27-1275784
Entity Address, Address Line One 2101 Ken Pratt Blvd
Entity Address, Address Line Two Suite 201
Entity Address, City or Town Longmont
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80501
City Area Code (720)
Local Phone Number 506-9191
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol SANW
Entity Emerging Growth Company false
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