UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Alto Ingredients, Inc. (the “Company”) was held on June 20, 2024. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect six 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 Douglas L. Kieta, Bryon T. McGregor, Michael D. Kandris, Maria G. Gray, 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 Non-Votes | |||||||||
| Douglas L. Kieta | 30,326,042 | 4,971,124 | 15,200,628 | |||||||||
| Bryon T. McGregor | 28,045,022 | 7,252,144 | 15,200,628 | |||||||||
| Michael D. Kandris | 27,617,094 | 7,680,072 | 15,200,628 | |||||||||
| Maria G. Gray | 32,376,386 | 2,920,780 | 15,200,628 | |||||||||
| Gilbert E. Nathan | 32,743,556 | 2,553,610 | 15,200,628 | |||||||||
| Dianne S. Nury | 32,253,420 | 3,043,746 | 15,200,628 | |||||||||
Proposal Two: To approve the 2023 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 | 26,055,415 | |||
| Against | 9,024,331 | |||
| Abstain | 217,420 | |||
| Broker Non-Votes | 15,200,628 | |||
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 11,400,000 shares to 15,200,000 shares.
| Total Votes | ||||
| For | 24,313,353 | |||
| Against | 10,889,086 | |||
| Abstain | 94,727 | |||
| Broker Non-Votes | 15,200,628 | |||
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, 2024.
| Total Votes | ||||
| For | 49,027,666 | |||
| Against | 1,253,050 | |||
| Abstain | 217,078 | |||
| Broker Non-Votes | N/A | |||
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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.
| Date: June 20, 2024 | ALTO INGREDIENTS, INC. | |
| By: | /s/ AUSTE M. GRAHAM | |
| Auste M. Graham, | ||
| Chief Legal Officer & Secretary | ||
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