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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): May 5, 2016
WHERE FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado (State or Other Jurisdiction of Incorporation) |
333-133634 (Commission File Number) |
43-1802805 (I.R.S. Employer Identification No.) | ||
| 221 Wilcox, Suite A | ||||
| Castle Rock, Colorado | 80104 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(303) 895-3002
(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)) | |
| Item 2.02 | Results of Operations and Financial Condition |
Reference is made to the Where Food Comes From, Inc. (the “Company”) press release on May 5, 2016, and conference call transcript, attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation, the information set forth in the cautionary statement contained in the press release and conference call transcript), relating to the Company’s financial results for the first quarter ended March 31, 2016.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Compensation Actions |
As discussed in Item 5.07 below, the shareholders of Where Food Comes From, Inc. (the “Company”) approved the Company’s 2016 Equity Incentive Plan (the “Plan”) at the Company’s 2016 Annual Shareholders Meeting on May 6, 2016, and the Plan became effective with such approval. The Plan is described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 4, 2016; that description is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Shareholders |
On May 6, 2016, the Company held its 2016 Annual Meeting of Stockholders. Each proposal subject to a vote at the 2016 Annual Meeting was described in detail in the Company’s 2016 Proxy Statement. With respect to each of the proposals the Company’s stockholders voted as indicated below.
| 1. Election of Directors | For | Withheld | |
| · John Saunders | 15,104,958 | 27,055 | |
| · Leann Saunders | 15,104,558 | 27,455 | |
| · Peter C. Lapaseotes, Jr. | 15,118,758 | 13,255 | |
| · Adam Larson | 15,106,139 | 25,874 | |
| · Dr. Gary Smith | 15,119,258 | 12,755 | |
| · Robert Van Schoick II | 15,119,258 | 12,755 | |
| · Tom Heinen | 15,118,758 | 13,255 | |
| · Graeme P. Rein | 15,118,758 | 13,255 | |
| · Michael D. Smith | 15,119,313 | 12,700 | |
| For | Against | Abstain | |
| 2. Ratification of GHP Horwath, P.C. as the 2016 independent registered public accounting firm | 19,720,290 | 28,313 | 23,901 |
| 3. Approval of the Where Food Comes From, Inc. 2016 Equity Incentive Plan | 14,951,662 | 133,299 | 47,052 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Where Food Comes From, Inc. 2016 Equity Incentive Plan | |
| 99.1 | Press Release issued dated May 5, 2016 | |
| 99.2 | Transcript for May 5, 2016 conference call |
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.
| WHERE FOOD COMES FROM, INC. (Registrant) | ||
| By: | /s/ Dannette Henning | |
| Date: May 10, 2016 | Dannette Henning | |
| Chief Financial Officer | ||