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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
Not applicable
(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) |
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 |
Name of each exchange on which registered | ||
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 20, 2023, The Duckhorn Portfolio, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).
The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on January 23, 2023 (“Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 20, 2023, the Company held its Annual Meeting. A total of 109,512,028 shares were present or represented by proxy at the Annual Meeting, representing approximately 95.08% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:
1. | Election of Directors |
Proposal No. 1 was the election of three nominees to serve as Class II directors of the Company, each for a term of three years until the Company’s 2026 annual meeting of stockholders. The results of the vote were as follows:
Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
Melanie Cox |
92,171,009 | 13,362,844 | 37,716 | 3,940,459 | ||||||||||||
Adriel Lares |
93,225,014 | 12,307,288 | 39,267 | 3,940,459 | ||||||||||||
James O’Hara |
88,586,299 | 16,943,099 | 42,171 | 3,940,459 |
Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.
2. | Ratification of the Appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm |
Proposal No. 2 was the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. The results of the vote were as follows:
Votes For |
Votes Against |
Abstentions | ||
109,448,548 | 17,251 | 46,229 |
Pursuant to the foregoing vote, the ratification of PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023 was approved.
3. | Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers |
Proposal No. 3 was the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers. The results of the vote were as follows:
Three Years |
Two Years |
One Year |
Abstentions | |||
72,305,280 | 20,001 | 33,233,931 | 12,357 |
Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating that the frequency of future advisory votes on compensation of the Company’s named executive officers be every three years.
4. | Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company |
Proposal No. 4 was the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company. The results of the vote were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
101,644,264 | 3,639,454 | 287,851 | 3,940,459 |
Pursuant to the foregoing vote, the amendment to the Company’s Amended and Restated Certificate of Incorporation was approved.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated January 23, 2023 | |
104 | 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 by the undersigned hereunto duly authorized.
Date: January 24, 2023 | The Duckhorn Portfolio, Inc. | |||||
|
By: | /s/ S.B.A. Sullivan | ||||
|
Name: | Sean Sullivan | ||||
|
Title: | Executive Vice President, Chief Strategy and Legal Officer |