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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 22, 2022

_______________________________________________

 

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Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nevada

 

001-40016

 

87-1005902

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (877) 289-9463

_______________________________________________________

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, no par value per share

 

VWE

 

The NASDAQ Stock Market LLC

Warrants to purchase common stock

 

VWEWW

 

The NASDAQ Stock Market LLC

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:

 

 

 

 

 

 

 

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))

 

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 Company held the Annual Meeting on November 22, 2022. Of the 61,691,054 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 54,691,772 shares of common stock, or 88.7%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below.

Proposal 1: Stockholders elected the nine director nominees named in the Proxy Statement, each for a term expiring at the next annual meeting of stockholders and until his or her respective successor is duly elected and qualified (or until any such director’s earlier death, resignation or removal).

Director Nominee

 

For

 

 

Withheld

 

 

Broker Non-Votes (1)

 

Patrick Roney

 

 

51,028,817

 

 

 

204,616

 

 

 

3,458,339

 

Paul S. Walsh

 

 

50,338,221

 

 

 

895,212

 

 

 

3,458,339

 

Robert L. Berner III

 

 

50,388,267

 

 

 

845,166

 

 

 

3,458,339

 

Mark W.B. Harms

 

 

51,039,677

 

 

 

193,756

 

 

 

3,458,339

 

Candice Koederitz

 

 

51,061,676

 

 

 

171,757

 

 

 

3,458,339

 

Jon Moramarco

 

 

51,052,795

 

 

 

180,638

 

 

 

3,458,339

 

Timothy D. Proctor

 

 

50,933,499

 

 

 

299,934

 

 

 

3,458,339

 

Lisa M. Schnorr

 

 

51,064,464

 

 

 

168,969

 

 

 

3,458,339

 

Jonathan Sebastiani

 

 

47,355,926

 

 

 

3,877,507

 

 

 

3,458,339

 

 

(1) Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Proposal 2: The proposal to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was approved.

For

 

 

Against

 

 

Abstentions

 

 

54,247,948

 

 

 

359,033

 

 

 

84,791

 

 

There were no broker non-votes with respect to the ratification of the appointment of Cherry Bekaert LLP.

 

 


 

 

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.

 

 

Vintage Wine Estates, Inc.

 

 

(Registrant)

 

 

 

Date:

November 22, 2022

/s/ Patrick Roney

 

 

Patrick Roney

 

 

Chief Executive Officer