false000183404500018340452023-12-122023-12-12

 

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 12, 2023

_______________________________________________

 

img9460586_0.jpg 

Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nevada

001-40016

87-1005902

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (877) 289-9463

_______________________________________________________

 

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, no par value per share

 

VWE

 

The Nasdaq Stock Market LLC

Warrants to purchase common stock

 

VWEWW

 

The Nasdaq Stock Market LLC

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

The Company held the Annual Meeting on December 12, 2023. Of the 59,565,790 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 42,586,769 shares of common stock, or 71.5%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below.

Proposal 1: Stockholders elected the nine director nominees named in the Proxy Statement, each for a term expiring at the next annual meeting of stockholders and until his or her respective successor is duly elected and qualified (or until any such director’s earlier death, resignation or removal).

Director Nominee

 

For

 

 

Withheld

 

 

Broker Non-Votes (1)

 

Patrick Roney

 

 

32,901,016

 

 

 

1,047,045

 

 

 

8,638,708

 

Paul S. Walsh

 

 

31,148,620

 

 

 

2,799,441

 

 

 

8,638,708

 

Robert L. Berner III

 

 

31,701,597

 

 

 

2,246,464

 

 

 

8,638,708

 

Mark W.B. Harms

 

 

31,399,380

 

 

 

2,548,681

 

 

 

8,638,708

 

Candice Koederitz

 

 

30,688,704

 

 

 

3,259,357

 

 

 

8,638,708

 

Jon Moramarco

 

 

33,063,052

 

 

 

885,009

 

 

 

8,638,708

 

Timothy D. Proctor

 

 

31,376,541

 

 

 

2,571,520

 

 

 

8,638,708

 

Lisa M. Schnorr

 

 

29,637,307

 

 

 

4,310,754

 

 

 

8,638,708

 

Jonathan Sebastiani

 

 

31,596,838

 

 

 

2,351,223

 

 

 

8,638,708

 

 

(1) Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Proposal 2: The proposal to amend the Company's Articles of Incorporation to effectuate a reverse stock split of our issued and outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-25 (the "Reverse Stock Split"), with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined by our Board of Directors, in its sole discretion and without further action by our stockholders, for a period of up to one year from December 12, 2023, was approved.

For

 

 

Against

 

 

Abstentions

 

 

40,997,935

 

 

 

1,478,317

 

 

 

110,517

 

Proposal 3: The proposal to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 was approved.

For

 

 

Against

 

 

Abstentions

 

 

42,085,124

 

 

 

434,148

 

 

 

67,497

 

 

There were no broker non-votes with respect to Proposals 2 and 3.

 

 

 

 

 

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.

 

 

Vintage Wine Estates, Inc.

 

 

(Registrant)

 

 

 

Date:

December 12, 2023

/s/ KRISTINA JOHNSTON

 

 

Kristina Johnston

 

 

Chief Financial Officer

 

 

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Document and Entity Information
Dec. 12, 2023
Document And Entity Information [Line Items]  
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Entity Central Index Key 0001834045
Document Type 8-K
Document Period End Date Dec. 12, 2023
Entity Registrant Name Vintage Wine Estates, Inc.
Entity Incorporation State Country Code NV
Entity File Number 001-40016
Entity Tax Identification Number 87-1005902
Entity Address, Address Line One 937 Tahoe Boulevard
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Incline Village
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89451
City Area Code (877)
Local Phone Number 289-9463
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
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