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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): June 25, 2025

 

ALTO INGREDIENTS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   000-21467   41-2170618
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1300 South Second Street
Pekin, Illinois
  61554
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (916) 403-2123

 

 
(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
Common Stock, $0.001 par value   ALTO   The Nasdaq Stock Market LLC
(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 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Alto Ingredients, Inc. (the “Company”) was held on June 25, 2025. 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 Bryon T. McGregor, Maria G. Gray, Gilbert E. Nathan, Dianne S. Nury, Jeremy T. Bezdek and Alan R. Tank.

 

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
 
Bryon T. McGregor   22,048,108    6,268,972    21,963,347 
Maria G. Gray   21,608,191    6,708,889    21,963,347 
Gilbert E. Nathan   23,836,559    4,480,521    21,963,347 
Dianne S. Nury   21,661,055    6,656,025    21,963,347 
Jeremy T. Bezdek   24,554,519    3,762,561    21,963,347 
Alan R. Tank   24,530,026    3,787,054    21,963,347 

 

Proposal Two: To approve the 2024 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   20,574,474 
Against   7,267,671 
Abstain   474,935 
Broker Non-Votes   21,963,347 

 

Proposal Three: To recommend conducting an advisory vote on executive compensation every one, two or three years.

 

   Total Votes 
One Year   19,674,028 
Two Years   383,152 
Three Years   6,798,561 
Abstain   1,461,339 

 

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, 2025.

 

   Total Votes 
For   47,661,181 
Against   2,345,208 
Abstain   274,038 
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 25, 2025 ALTO INGREDIENTS, INC.
   
  By: /s/ AUSTE M. GRAHAM
    Auste M. Graham,
    Chief Legal Officer & Secretary

 

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