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Section 1: 8-K

 

 

 

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): December 16, 2019

 

REED’S, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-32501   35-2177773

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

201 Merritt 7, Norwalk, CT 06851

(Address of principal executive offices and zip code)

 

Not applicable

(Former name or former address if changed since last report)

 

Registrant’s telephone number, including area code: (203) 890-0557

 

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))

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchanged on Which Registered
Common Stock, $.0001 par value per share   REED   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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

 

Final Voting Results

 

At the Reed’s Inc. 2019 Annual Meeting of Stockholders on December 16, 2019, the stockholders of Reed’s Inc., a Delaware corporation (“Reed’s”) elected all of the board of director’s nominees.

 

In addition, the stockholders adopted and approved the Amended and Restated 2017 Incentive Compensation Plan, approved the amendment to the Certificate of Incorporation increasing the number of authorized common shares and ratified the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2020.

 

On an advisory basis, shareholders approved the compensation paid to our Named Executive Officers (as that term is defined in the Proxy Statement for the 2019 Annual Meeting) for the fiscal year ended December 31, 2018.

 

On an advisory basis, for the say-on-frequency proposal, “Three Years” received a plurality of votes. After consideration of the voting results and other factors, on December 19, 2019, the Board has determined that the Company will hold a stockholder vote on executive compensation every three years through 2025, when the next stockholder vote on the frequency of say-on-pay votes is required under the Securities Exchange Act of 1934, as amended, or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.

 

Of the 47,545,207 shares of common stock outstanding on the record date of November 4, 2019, a total of 35,134,273 shares were voted in person or by proxy, representing 73.90% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:

 

1. To elect John Bello, Daniel J. Doherty III, Christopher J. Reed, Lewis Jaffe, Scott R. Grossman, James C. Bass and Louis Imbrogno Jr. to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification

 

       Vote   Votes   Broker 
   Vote For   Against   Withheld   Non-Vote 
John Bello   21,189,365      -    701,719    13,243,200 
Daniel J. Doherty III   21,194,219    -    696,865    13,243,200 
Christopher J. Reed   18,022,684    -    3,868,400    13,243,200 
Lewis Jaffe   20,040,095    -    1,850,989    13,243,200 
Scott R. Grossman   17,217,508    -    4,673,576    13,243,200 
James C. Bass   20,151,387    -    1,739,697    13,243,200 
Louis Imbrogno Jr.   21,304,669    -    586,415    13,243,200 

 

2. To approve the Reed’s, Inc. Amended and Restated 2017 Incentive Compensation Plan

 

    Vote       Broker 
Vote For   Against   Abstentions   Non-Vote 
 16,393,107    5,463,618    34,359    13,243,200 

 

   
 

 

3. To amend Certificate of Incorporation to increase authorized shares of common stock from 70,000,000 to 100,000,000

 

    Vote       Broker 
Vote For   Against   Abstentions   Non-Vote 
 27,206,230    7,739,518    188,525    13,243,200 

 

4. To ratify the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020

 

    Vote       Broker 
Vote For   Against   Abstentions   Non-Vote 
 31,850,932    209,622    3,073,730    13,243,200 

 

5. To approve, on an advisory basis, the compensation paid to our Named Executive Officers (as that term is defined in the Proxy Statement for the 2019 Annual Meeting) for the fiscal year ended December 31, 2018

 

    Vote       Broker 
Vote For   Against   Abstentions   Non-Vote 
 12,399,051    8,877,453    614,580    13,243,200 

 

6. To vote, on an advisory basis, on how frequently we should seek approval from our stockholdersof the compensation paid to our Named Executive Officers

 

ONE YEAR   TWO YEARS   THREE YEARS   Abstentions 
 9,533,442    142,096    11,479,436    736,110 

 

   
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

  REEDS, INC.,
  a Delaware corporation
     
Dated: December 20, 2019 By: /s/ Thomas J. Spisak
    Thomas J. Spisak,
    Chief Financial Officer

 

   
 

 

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