false000149016100014901612024-05-302024-05-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 30, 2024

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

Delaware

000-53952

27-2345075

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1440 N Union Bower Rd

Irving, TX 75061

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 623-6055

(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(g) of the Act:

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock

SOWG

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 May 30, 2024, Sow Good Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Company stockholders:

 

(i) Re-elected the board of directors of the Company (the “Board”), each to serve a term of one-year until the Company’s 2025 annual meeting of stockholders;

(ii) Ratified the appointment of Urish Popeck & Co., LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;

(iii) Approved, on an advisory vote, named executive officer compensation; and

(iv) Approved, on an advisory vote, the frequency of future advisory votes to approve the compensation of named executive officers.

 

The total number of outstanding shares entitled to vote at the Annual Meeting as of the March 22, 2024 record date was 6,575,559. A total of 4,033,438 shares of common stock were present in person or by proxy at the Annual Meeting, representing approximately 61.34% of the shares entitled to vote at the Annual Meeting.

 

Below are the results of the voting on the proposals voted on at the Annual Meeting:

 

PROPOSAL 1: Re-election of the directors to the Board to hold office for a one-year term until the 2025 annual meeting of stockholders:

 

Directors:

 

For

 

Withheld

 

Broker Non-Votes

Ira Goldfarb

 

3,737,867

 

51

 

295,520

Claudia Goldfarb

 

3,733,273

 

4,645

 

295,520

Bradley Berman

 

3,669,635

 

38,283

 

295,520

Lyle Berman

 

3,737,893

 

25

 

295,520

Chris Ludeman

 

3,737,884

 

34

 

295,520

Joe Mueller

 

3,737,893

 

25

 

295,520

Edward Shensky

 

3,737,893

 

25

 

295,520

 

 

PROPOSAL 2: Ratification of appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

3,994,385

 

39,036

 

17

 

0

 

PROPOSAL 3: Advisory vote on named executive officer compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

3,709,818

 

17,553

 

10,547

 

295,520

 

PROPOSAL 4: Advisory vote on the frequency of future advisory votes to approve the compensation of named executive officers:

 

1 Yr

 

2 Yr

 

3 Yr

 

Abstain

 

Broker Non-Votes

3,711,409

 

20,411

 

254

 

5,844

 

295,520

 

 

 

 

 

 

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

SOW GOOD INC.

By:

/s/ Claudia Goldfarb

Claudia Goldfarb

Chief Executive Officer

Date: May 31, 2024

 

 

v3.24.1.1.u2
Document and Entity Information
May 30, 2024
Cover [Abstract]  
Entity Registrant Name SOW GOOD INC.
Document Type 8-K
Document Period End Date May 30, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 000-53952
Entity Tax Identification Number 27-2345075
Entity Address, Address Line One 1440 N Union Bower Rd
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75061
City Area Code 214
Local Phone Number 623-6055
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(g) Security Common Stock
Trading Symbol SOWG
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001490161
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