Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 31, 2016, Barfresh Food Group, Inc., a Delaware corporation (the “Company”), held its 2016 Annual Meeting of
Stockholders (the “Annual Meeting”).
A
total of 84,075,662 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting to consider
and vote on the matters listed below. This represented approximately 88.6% of the Company’s shares of common stock that
were outstanding and entitled to vote at the Annual Meeting. The proposals set forth below, each of which is described in more
detail in the Company’s 2016 definitive proxy statement filed with the SEC on July 26, 2016, were submitted to a vote of
the stockholders and approved at the Annual Meeting.
Proposal
1 – To elect Riccardo Delle Coste, Steven Lang, Arnold Tinter, Alice Elliot, Joseph M. Cugine and Alexander H. Ware to serve
a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or
disqualification.
The
Company’s stockholders elected the following six directors, based on the following final voting results:
Name
|
|
FOR
|
|
|
WITHHOLD
|
|
|
BROKER
NON-VOTE
|
|
Riccardo Delle Coste
|
|
|
70,836,945
|
|
|
|
765,269
|
|
|
|
12,473,448
|
|
Steven Lang
|
|
|
63,761,183
|
|
|
|
7,841,031
|
|
|
|
12,473,448
|
|
Arnold Tinter
|
|
|
59,963,445
|
|
|
|
11,638,769
|
|
|
|
12,473,448
|
|
Joseph M. Cugine
|
|
|
66,900,445
|
|
|
|
4,701,769
|
|
|
|
12,473,448
|
|
Alice Elliot
|
|
|
67,199,009
|
|
|
|
4,403,205
|
|
|
|
12,473,448
|
|
Alexander H. Ware
|
|
|
71,334,009
|
|
|
|
268,205
|
|
|
|
12,473,448
|
|
Proposal
2 – To approve, on an advisory basis, the compensation of our Named Executive Officers (as defined in the 2016 proxy statement).
The
Company’s stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers,
based on the following final voting results:
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
|
BROKER
NON-VOTE
|
|
|
66,569,194
|
|
|
|
964,013
|
|
|
|
4,069,007
|
|
|
|
12,473,448
|
|
Proposal
3 – To consider and vote, on an advisory basis, on how frequently we should seek approval from our stockholders, on an advisory
basis, of the compensation paid to our Named Executive Officers.
The
majority of stockholders represented at the meeting selected a frequency of “three” years, on an advisory basis.
ONE
|
|
|
TWO
|
|
|
THREE
|
|
|
ABSTAIN
|
|
|
BROKER
NON-VOTE
|
|
|
25,716,622
|
|
|
|
1,827,841
|
|
|
|
43,992,706
|
|
|
|
65,045
|
|
|
|
12,473,448
|
|
The
company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation
of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of
executives is a frequency of three years.
Proposal
4 – To ratify the appointment of Eide Bailly LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2016
The
Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2016, based on the following final voting results:
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
|
83,715,633
|
|
|
|
256,455
|
|
|
|
103,574
|
|