UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): |
| (Exact Name of Registrant as Specified in Charter) |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s Telephone Number, Including Area Code: |
| (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) | |
| 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 | ||
|
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
The 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Alto Ingredients, Inc. (the “Company”) was held on June 23, 2022. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect seven directors to serve on the Company’s board of directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election were William L. Jones, Michael D. Kandris, Terry L. Stone, Maria G. Gray, Douglas L. Kieta, Gilbert E. Nathan and Dianne S. Nury.
The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:
|
Name |
Total Votes for Director |
Total Votes Withheld from Director |
Total
Broker |
| William L. Jones | 28,357,798 | 4,047,058 | 15,050,880 |
| Michael D. Kandris | 31,099,472 | 1,305,384 | 15,050,880 |
| Terry L. Stone | 30,499,917 | 1,904,939 | 15,050,880 |
| Maria G. Gray | 31,152,636 | 1,252,220 | 15,050,880 |
| Douglas L. Kieta | 28,683,156 | 3,721,700 | 15,050,880 |
| Gilbert E. Nathan | 28,529,103 | 3,875,753 | 15,050,880 |
| Dianne S. Nury | 31,011,854 | 1,393,002 | 15,050,880 |
Proposal Two: To approve the 2021 compensation of the Company’s named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“say-on-pay”).
| Total Votes | ||||
| For | 16,331,462 | |||
| Against | 15,654,754 | |||
| Abstain | 418,640 | |||
| Broker Non-Votes | 15,050,880 | |||
Proposal Three: To approve an amendment to the Company’s 2016 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 7,400,000 shares to 8,900,000 shares.
| Total Votes | ||||
| For | 26,697,242 | |||
| Against | 5,597,332 | |||
| Abstain | 110,282 | |||
| Broker Non-Votes | 15,050,880 | |||
Proposal Four: To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| Total Votes | ||||
| For | 46,177,303 | |||
| Against | 1,012,679 | |||
| Abstain | 265,754 | |||
| Broker Non-Votes | N/A | |||
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 hereunto duly authorized.
| Date: | June 23, 2022 | ALTO INGREDIENTS, INC. | |
| By: | /S/ AUSTE M. GRAHAM | ||
| Auste M. Graham, | |||
| Vice President, General Counsel & Secretary | |||
3