Current Report Filing (8-k)
November 28 2018 - 10:33AM
Edgar (US Regulatory)
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)
|
November
27, 2018
|
Two Rivers Water & Farming Company
(Exact
name of registrant as specified in charter)
Colorado
|
|
000-51139
|
|
13-4228144
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(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employee
Identification No.)
|
3025
South Parker Rd. Suite 140 Aurora, Colorado
|
|
80014
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(303)
221-1000
|
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 (
see
General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
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|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.07 Submission of Matters to a Vote of Security Holders.
The
2018 Annual Meeting of Stockholders was held on November 27, 2018. The stockholders: (1) elected all of the Company’s nominees
as directors; (2) ratified the appointment of M&K CPAs, PLLC as the Company’s independent registered public accounting
firm, and (3) approved the non-binding, advisory resolution on executive compensation. The record date was September 28, 2018
with 34,847,967 shares outstanding. Total shares voted were 25,718,396, which included 22,167,673 broker non-votes. Therefore
a quorum was reached to hold a proper shareholder meeting.
PROPOSALS:
Proposal
1: Election of Directors
The
following directors were elected to hold office until the next annual meeting of stockholders or until their respective successors
have been elected and qualified: Wayne Harding, Samuel Morris, Michael Harnish, James Cochran, T. Keith Wiggins and Christopher
Bragg.
Voting
results:
Name
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FOR
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WITHHELD
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MICHAEL W. HARNISH
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3,156,356
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|
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1,044,367
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WAYNE E. HARDING III
|
|
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3,193,766
|
|
|
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1,006,957
|
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SAMUEL MORRIS
|
|
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3,157,056
|
|
|
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1,043,667
|
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JAMES COCHRAN
|
|
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3,162,936
|
|
|
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1,037,787
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T. KEITH WIGGINS
|
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3,154,256
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1,046,467
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CHRISTOPHER BRAGG
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3,146,236
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|
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1,054,487
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Results:
The Board represented by the ballot was re-elected. However, the following board members re-affirmed their resignation previously
submitted to this election and will not serve:
Michael
Harnish
Samuel
Morris
James
Cochran
T.
Keith Wiggins
Christopher
Bragg
Therefore,
presently the only board member is Wayne Harding. The Company plans to appoint additional directors in the near future to serve
until the next shareholder meeting.
Proposal
2: To ratify appointment of auditors, M&K CPAs, PLLC
Voting
results:
FOR
|
|
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AGAINST
|
|
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ABSTAIN
|
|
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25,074,939
|
|
|
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732,871
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|
|
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560,586
|
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Results:
Passed
Proposal
3: Approval, on an advisory basis, the compensation of Wayne Harding, as disclosed pursuant to Item 402 of Regulation S-K and
in the December 31, 2017 Form 10K under “Executive Compensation”.
Voting
results:
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
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BROKER
NON-VOTES
|
|
|
2,701,779
|
|
|
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1,071,607
|
|
|
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427,337
|
|
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12,923,521
|
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Results:
Approval
After
the voting and announcement of voting results, the Company’s CEO, Wayne Harding, gave a brief update. This update covered:
|
a.
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Company
has drastically reduced general and administrative cost
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b.
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Company
needs to obtain capital and revenue
|
|
1.
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Best
would be a strategic partnership to expand our hemp production and invest in our water
assets
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2.
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The
Company has some potential sources of debt financing as an alternative or to use in conjunction
with a strategic partnership
|
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ii.
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Revenue
– the Company needs to create stable and reoccurring sources of revenue, which
potentially can be derived from:
|
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1.
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Hemp
expansion – either crop share or actual production. Best opportunity would be to
become vertically integrated.
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2.
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Water
repairs and improvements
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a.
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Leasing
of water and water storage
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b.
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Sale
of water – Metro District opportunity
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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.
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Two
Rivers Water & Farming Company
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(Registrant)
|
|
|
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Date:
November 28, 2018
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By:
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/s/
Wayne Harding
|
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Wayne
Harding
Chief
Executive Officer
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