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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): July 18,
2019
Willamette Valley Vineyards, Inc.
(Exact name of Company as specified in its charter)
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Oregon
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0-21522
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93-0981021
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(State or other
jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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8800 Enchanted Way SE
Turner, OR 97392
(Address
of principal executive offices)
(503) 588-9463
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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock,
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WVVI
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NASDAQ
Capital Market
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Series
A Redeemable Preferred Stock
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WVVIP
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NASDAQ
Capital Market
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). 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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
Resignation of Officer
On July
18, 2019, Mr. Richard Goward announced his intention to resign as
Chief Financial Officer of Willamette Valley Vineyards effective
upon the selection and appointment of a replacement Chief Financial
Officer. Mr. Goward’s compensation will continue unchanged
until a replacement is appointed.
The
Company and Mr. Goward have agreed in concept that Mr. Goward will
continue a more limited employment relationship with the Company,
upon his resignation as Chief Financial Officer, assisting with the
transition to a new Chief Financial Officer, and working on public
company and governance issues. The terms of this continuing
relationship have not yet been determined.
Mr.
Goward’s decision to resign as Chief Financial Officer is for
personal reasons and not related to any disagreement with the
Company’s management, board of directors or independent
auditors regarding any matter related to the Company’s
operations, accounting practices, financial disclosures, internal
controls or policies and practices.
Item 8.01 Other Events
The
Company issued a news release announcing that Mr. Richard Goward
announced his intention to resign as Chief Financial Officer
effective upon the appointment of a replacement. A copy of the news
release is attached to this current report on Form 8-K as Exhibit
99.1.
Item 9.01 Financial Statement and Exhibits
(d) The
following exhibit is included as part of this report:
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Exhibit
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Number
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Description
of Exhibit
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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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WILLAMETTE
VALLEY VINEYARDS, INC.
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Date:
July 18, 2019
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By:
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/s/ JAMES
W. BERNAU
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James
W. Bernau
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President
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