aqb-20240606x8k

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) June 6, 2024

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36426	04-3156167
(State or other jurisdiction ‎of incorporation)	(Commission ‎File Number)	(IRS Employer ‎Identification No.)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(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:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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
Common Stock, par value $0.001 per share	AQB	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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 6, 2024, after the conclusion of the Annual Meeting of Stockholders (“Annual Meeting”) of AquaBounty Technologies, Inc. (the “Company”) and as part of the Company’s long-term succession planning process, the Board of Directors of the Company (the “Board”) appointed David F. Melbourne as Chief Executive Officer of the Company, effective June 7, 2024, replacing Sylvia A. Wulf, who provided notice of her retirement from her role as Chief Executive Officer on June 6, 2024, effective June 7, 2024. Ms. Wulf will continue to serve on the Board as a director and as non-executive Board Chair, and Mr. Melbourne will continue to serve as the Company’s President. Ms. Wulf has confirmed that her retirement is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Melbourne, age 57, was appointed President of the Company in August 2023. He joined the Company in June 2019 as Chief Commercial Officer with a background in general management, operations/commercial management and innovation. His 25 years of experience in the seafood industry spans both wild fisheries and aquaculture. Mr. Melbourne previously served as Senior Vice President, Consumer Marketing/Government & Industry Relations/Corporate Social Responsibility at Bumble Bee Foods, LLC from 2005 to 2019.

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

On June 6, 2024, the Company held the Annual Meeting, which had been adjourned from its originally scheduled date of May 23, 2024, to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024. The final voting results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each person named below to serve as a director on the Board for a one-year term of office until the next annual meeting of stockholders, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The results of such vote were as follows:


Director Name	Votes For		Votes Withheld		Broker Non-Votes
Ricardo J. Alvarez		743,806		187,052		1,024,686
Erin Sharp		744,730		186,128		1,024,686
Gail Sharps Myers		742,863		187,995		1,024,686
Christine St.Clare		740,935		189,923		1,024,686
Rick Sterling		744,279		186,579		1,024,686
Michael Stern		745,066		185,792		1,024,686
Sylvia A. Wulf		721,018		209,840		1,024,686

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,508,380	416,722	30,442	0

Proposal 3 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
650,159	238,761	41,938	1,024,686

‎

(d) Exhibits.
				Description
99.1				Press release, dated June 7, 2024
104				Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


		AquaBounty Technologies, Inc.
		(Registrant)

Date: June 7, 2024		/s/ David A. Frank
		David A. Frank
		Chief Financial Officer