UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

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 3, 2024

 

Hempacco Co., Inc.

(Exact name of registrant as specified in its charter)

 

001-41487

83-4231457

(Commission File Number)

(IRS Employer Identification Number)

 

9925 Airway Road, San Diego, CA

 

92154

(Address of Principal Executive Offices)

 

(Zip Code)

 

(619) 779-0715

(Registrant’s telephone number, including area code)

 

N/A

(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 CFR240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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

 

HPCO

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The disclosure in Item 5.07 below is incorporated by reference into this Item 5.02. On October 4, 2024, Paul Glavine and Harrison Newlands resigned as members of the Board of Directors of the Company.

 

Item 5.07.      Submission of Matters to a Vote of Security Holders.

 

On October 3, 2024, Hempacco Co., Inc. (“Hempacco” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, an aggregate of 2,793,705 shares of voting stock, or approximately 64.49% of our 4,332,006 total outstanding voting shares as of August 9, 2024, the record date for the Annual Meeting (the “Record Date”), were present virtually at or were voted at the Annual Meeting, constituting a quorum. The following proposals were voted on at the Annual Meeting (as described in greater detail in the Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 12, 2024 (the “Proxy Statement”), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement.

 

Proposal 1

 

For

 

 

Withheld

 

 

Abstain

 

Election of Directors

 

 

 

 

 

 

 

 

 

Sandro Piancone

 

 

2,095,942

 

 

 

79,851

 

 

 

617,912

 

Jorge Olson

 

 

2,100,319

 

 

 

75,474

 

 

 

617,912

 

Jerry Halamuda

 

 

2,152,910

 

 

 

22,883

 

 

 

617,912

 

Paul Glavine

 

 

2,115,578

 

 

 

60,215

 

 

 

617,912

 

Harrison Newlands

 

 

2,115,560

 

 

 

60,233

 

 

 

617,912

 

 

 

 

 

 

 

 

 

 

 

Proposal 2

 

For

 

 

Against

 

 

Abstain

 

Ratification of the appointment of dbbmckennon as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

 

2,637,160

 

 

 

151,203

 

 

 

5,342

 

 

 

 

 

 

 

 

 

 

 

Proposal 3

 

For

 

 

Against

 

 

Abstain

 

To approve, by non-binding vote, the compensation of the Company's named executives.

 

 

1,937,759

 

 

 

224,117

 

 

 

13,917

 

 

As a result of the above voting, each of the proposals was approved by the requisite vote of the Company’s stockholders, and the five directors set forth above were elected to the Company’s Board of Directors.

 

Item 9.01.      Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

104

 

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

 

 

2

 

 

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, hereunder duly authorized.

 

 

HEMPACCO CO., INC.

 

 

 

 

Dated: October 10, 2024

By:

/s/ Sandro Piancone

 

 

Sandro Piancone

 

 

 

Chief Executive Officer

 

 

 

3

 

v3.24.3
Cover
Oct. 03, 2024
Cover [Abstract]  
Entity Registrant Name Hempacco Co., Inc.
Entity Central Index Key 0001892480
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Oct. 03, 2024
Entity File Number 001-41487
Entity Tax Identification Number 83-4231457
Entity Address Address Line 1 9925 Airway Road
Entity Address City Or Town San Diego
Entity Address State Or Province CA
Entity Address Postal Zip Code 92154
City Area Code 619
Local Phone Number 779-0715
Security 12b Title Common Stock, par value $0.001
Trading Symbol HPCO
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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