UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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.
On December 13, 2023, S&W Seed Company (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting matters are described in detail in the definitive proxy statement relating to the Annual Meeting (the "Proxy Statement").
Proposal 1. Election of Directors
The Company's stockholders elected the five persons listed below as directors of the Company, each to serve until the next Annual Meeting of Stockholders and until their successor is elected, or, if sooner, until their death, resignation or removal. The final voting results were as follows:
Name |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Mark J. Harvey |
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24,000,533 |
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461,372 |
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4,104,650 |
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6,546,766 |
Elizabeth Horton |
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28,017,901 |
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516,331 |
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32,323 |
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6,546,766 |
Alexander C. Matina |
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23,992,181 |
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469,594 |
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4,104,780 |
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6,546,766 |
Alan D. Willits |
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23,853,177 |
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608,663 |
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4,104,715 |
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6,546,766 |
Mark W. Wong |
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23,875,062 |
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587,438 |
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4,104,055 |
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6,546,766 |
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company's stockholders ratified the selection of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024. The final voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
34,967,219 |
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108,569 |
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37,533 |
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0 |
Proposal 3. Advisory Vote on Executive Compensation
The Company's stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement. The final voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
28,272,044 |
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200,505 |
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94,006 |
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6,546,766 |
Proposal 4. Issuance of Common Stock upon the Conversion of Series B Preferred Stock
The Company's stockholders approved the issuance of shares of the Company's common stock upon the conversion of Series B Preferred Stock issued by the Company in connection with a private placement which was completed on February 18, 2022. The final voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
28,258,722 |
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195,251 |
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112,582 |
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6,546,766 |
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.
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S&W SEED COMPANY |
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By: |
/s/ Vanessa Baughman |
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Vanessa Baughman |
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Chief Financial Officer |
Date: December 14, 2023