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): December 5, 2016
Reed’s Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32501 | 35-2177773 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
1300 South Spring Street, Los Angeles, California 90061
(Address of principal executive offices and zip code)
Not applicable
(Former name or former address if changed since last report)
Registrant’s telephone number, including area code: (310) 217-9400
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 5.07 Submission of Matters to a Vote of Security Holders
At the Reed’s Inc. (The Company) November 29, 2016 Annual Meeting of Shareholders, the Company’s shareholders elected all board of directors nominated by the board.
This was originally a contested election; however the Company did not enter into a settlement with the contestants; the contestants withdrew their nominations of director candidates 13 days before the meeting.
In addition, the shareholders ratified the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2017, approved the advisory of the Company’s executive compensation, approved the re-pricing of stock options and amended the by-laws for advanced notice of resignations by directors. The Company’s shareholders turned down a shareholder proposals entitled “Independent Board Chairman” and “Shareholder Proxy Access”.
Of the 13,973,726 shares of common stock outstanding on the record date of October 24, 2016, a total of 12,777,975 shares were voted in person or by proxy, representing 90.8% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:
1. Election of Directors
| Vote | Votes | Broker | ||||||||||||||
| Vote For | Against | Withheld | Non-Vote | |||||||||||||
| Christopher J. Reed | 5,924,916 | - | 1,785,076 | 5,067,983 | ||||||||||||
| John Bello | 7,284,434 | - | 425,558 | 5,067,983 | ||||||||||||
| Stefan Freeman | 7,284,534 | - | 425,458 | 5,067,983 | ||||||||||||
| Lewis Jaffe | 7,284,504 | - | 425,488 | 5,067,983 | ||||||||||||
| Charles Cargile | 7,284,534 | - | 425,458 | 5,067,983 | ||||||||||||
2. Proposal to ratify the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2015 &2016.
| Vote | Broker | |||||||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||||||
| 2017 | 9,823,654 | 2,899,502 | 54,819 | - | ||||||||||||
3. Ratify Executive Compensation
| Vote | Broker | |||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||
| 6,571,316 | 165,448 | 973,228 | 5,067,983 | |||||||||
4. Reeds Stock Repricing
| Vote | Broker | |||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||
| 5,100,499 | 2,593,769 | 15,724 | 5,067,983 | |||||||||
5. Director advanced notice
| Vote | Broker | |||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||
| 7,304,431 | 376,154 | 29,407 | 5,067,983 | |||||||||
6. Shareholder Proposal entitled “Independent Board Chairman”.
| Vote | Broker | |||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||
| 2,437,633 | 5,199,089 | 73,270 | 5,067,983 | |||||||||
7. Shareholder Proposal entitled “Shareholder Proxy Access”.
| Vote | Broker | |||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||
| 2,506,585 | 5,094,354 | 109,053 | 5,067,983 | |||||||||
SIGNATURE
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, thereunto duly authorized.
| REEDS, INC., | ||
| a Delaware corporation | ||
| Dated: December 5, 2016 | By: | /s/ Daniel Miles |
| Daniel Miles, | ||
| Chief Financial Officer | ||