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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): April 20, 2023

GAIA, INC.

(Exact name of registrant as specified in its charter)

Colorado

000-27517

84-1113527

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS Employer

Identification No.)

833 West South Boulder Road

Louisville, Colorado 80027

(Address of principal executive offices)

(303) 222-3600

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock

GAIA

Nasdaq Global 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 o

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. o

 

 


 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 20, 2023, the Board of Directors of Gaia, Inc. formerly known as Gaiam, Inc. until July 14, 2016 (the “Company” or "Gaia"), amended and restated the Company's bylaws, adopting the 2015 amended and restated bylaws of Gaia International, Inc. formerly known as Gaia, Inc. until July 14, 2016 ("Gaia International"), effective as of April 20, 2023 (the “Amended and Restated Bylaws”). Gaia has no direct operations and is the holding company of its two primary operating subsidiaries Gaia International and Gaia Studios, Inc. This adoption is intended to conform the bylaws across all three entities, and to, among other things:

•
remove the requirement that shares of the Company’s stock be represented by certificates;
•
revise notice requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including lengthening the notice period for shareholder nomination and proposals generally, and removing the notice requirement for nominations and proposals by a majority shareholder;
•
grant the holders of a majority of votes eligible to be cast in an election of directors the authority to increase or decrease the number of directors from time to time and remove the Board of Directors’ authority to do so; and
•
authorize the Chairman to (i) fix salaries of his or her subordinates, (ii) remove any officer, agent or employee without cause, (iii) delegate duties to the president and any vice presidents, and (iv) to exercise a tie-breaker vote in any tie vote by the Board of Directors.

The Amended and Restated Bylaws also include certain technical and clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 20, 2023, Gaia held its 2023 annual meeting of shareholders. At that meeting, the shareholders voted on three proposals, as described in Gaia’s definitive proxy statement for the 2023 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 7, 2023, which description is incorporated herein by reference.

Proposal 1

All of the directors of Gaia are elected annually. All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2024 or until successors are duly elected and qualified:

 

 

 

 

 

 

 

 

Broker

 

 

For

 

 

Withheld

 

 

Non-Votes

Jirka Rysavy

 

 

57,629,850

 

 

 

4,425,754

 

 

—

Kristin Frank

 

 

57,634,172

 

 

 

4,421,432

 

 

—

James Colquhoun

 

 

57,653,836

 

 

 

4,401,768

 

 

—

Keyur Patel

 

 

57,674,845

 

 

 

4,380,759

 

 

—

Paul Sutherland

 

 

57,654,285

 

 

 

4,401,319

 

 

—

Anaal Udaybabu

 

 

57,664,145

 

 

 

4,391,459

 

 

—

Proposal 2

Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved.

 

 

 

 

 

 

 

 

 

Broker

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

61,710,746

 

 

 

329,441

 

 

 

15,417

 

 

—

Proposal 3

Proposal 3 was a non-binding advisory proposal to approve the frequency of the advisory approval of executive compensation. “Three years” was approved.

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstentions

 

 

Non-Votes

 

Uncast

 

 

4,920,249

 

 

 

3,217

 

 

 

57,129,957

 

 

 

2,181

 

 

—

 

 

7,845,431

 

In light of the outcome of the vote, the Board of Directors has determined to include a non-binding advisory proposal to approve Gaia’s executive compensation in its proxy materials every three years until the next required vote on the frequency of the advisory approval of executive compensation.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Bylaws of Gaia, Inc. effective April 20, 2023.

104

Cover Page Interactive Data File (formatted as inline XBRL)


 

 

 

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.

 

 

 

GAIA, INC.

 

 

 

 

Date:

April 25, 2023

By:

/s/ Paul Tarell

 

 

 

Name: Paul Tarell
Title: Chief Financial Officer