UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(g) of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
The 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.
On May 30, 2024, Sow Good Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Company stockholders:
(i) Re-elected the board of directors of the Company (the “Board”), each to serve a term of one-year until the Company’s 2025 annual meeting of stockholders;
(ii) Ratified the appointment of Urish Popeck & Co., LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;
(iii) Approved, on an advisory vote, named executive officer compensation; and
(iv) Approved, on an advisory vote, the frequency of future advisory votes to approve the compensation of named executive officers.
The total number of outstanding shares entitled to vote at the Annual Meeting as of the March 22, 2024 record date was 6,575,559. A total of 4,033,438 shares of common stock were present in person or by proxy at the Annual Meeting, representing approximately 61.34% of the shares entitled to vote at the Annual Meeting.
Below are the results of the voting on the proposals voted on at the Annual Meeting:
PROPOSAL 1: Re-election of the directors to the Board to hold office for a one-year term until the 2025 annual meeting of stockholders:
Directors: |
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For |
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Withheld |
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Broker Non-Votes |
Ira Goldfarb |
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3,737,867 |
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51 |
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295,520 |
Claudia Goldfarb |
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3,733,273 |
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4,645 |
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295,520 |
Bradley Berman |
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3,669,635 |
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38,283 |
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295,520 |
Lyle Berman |
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3,737,893 |
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25 |
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295,520 |
Chris Ludeman |
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3,737,884 |
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34 |
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295,520 |
Joe Mueller |
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3,737,893 |
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25 |
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295,520 |
Edward Shensky |
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3,737,893 |
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25 |
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295,520 |
PROPOSAL 2: Ratification of appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
For |
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Against |
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Abstain |
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Broker Non-Votes |
3,994,385 |
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39,036 |
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17 |
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0 |
PROPOSAL 3: Advisory vote on named executive officer compensation:
For |
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Against |
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Abstain |
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Broker Non-Votes |
3,709,818 |
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17,553 |
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10,547 |
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295,520 |
PROPOSAL 4: Advisory vote on the frequency of future advisory votes to approve the compensation of named executive officers:
1 Yr |
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2 Yr |
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3 Yr |
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Abstain |
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Broker Non-Votes |
3,711,409 |
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20,411 |
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254 |
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5,844 |
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295,520 |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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SOW GOOD INC. |
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By: |
/s/ Claudia Goldfarb |
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Claudia Goldfarb |
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Chief Executive Officer |
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Date: May 31, 2024 |
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Document and Entity Information |
May 30, 2024 |
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| Cover [Abstract] | |
| Entity Registrant Name | SOW GOOD INC. |
| Document Type | 8-K |
| Document Period End Date | May 30, 2024 |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 000-53952 |
| Entity Tax Identification Number | 27-2345075 |
| Entity Address, Address Line One | 1440 N Union Bower Rd |
| Entity Address, City or Town | Irving |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75061 |
| City Area Code | 214 |
| Local Phone Number | 623-6055 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(g) Security | Common Stock |
| Trading Symbol | SOWG |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001490161 |