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 25, 2020
New Age Beverages Corporation
(Exact name of registrant as specified in its charter)
| Washington | 001-38014 | 27-2432263 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification Number) |
| 2420 17th Street, Suite 220, Denver, CO 80202 |
| (Address of principal executive offices) (Zip Code) |
| (303) 566-3030 |
| (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:
| [ ] | 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(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NBEV | Nasdaq Capital Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
New Age Beverages Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) on June 25, 2020. At the Annual Meeting, the shareholders of the Company elected the seven director nominees and approved Proposal No. 3. Proposal No. 2, relating to the reincorporation of the Company from the State of Washington to the State of Delaware, was not approved. The final voting results on each proposal brought before the Annual Meeting are as follows:
Proposal No. 1: To elect seven (7) directors to the board of directors of the Company to serve until the next annual meeting to be held in 2021 or until their successors have been duly elected and qualified
| For | Withheld | Broker Non-Votes | ||||||||||
| Gregory Fea | 21,128,087 | 2,719,928 | 42,942,955 | |||||||||
| Brent D. Willis | 22,032,412 | 1,815,603 | 42,942,955 | |||||||||
| Timothy J. Haas | 22,526,727 | 1,321,288 | 42,942,955 | |||||||||
| Ed Brennan | 20,814,053 | 3,033,962 | 42,942,955 | |||||||||
| Reginald Kapteyn | 20,860,220 | 2,987,795 | 42,942,955 | |||||||||
| Amy Kuzdowicz | 20,890,239 | 2,957,776 | 42,942,955 | |||||||||
| Alicia Syrett | 22,363,319 | 1,484,696 | 42,942,955 | |||||||||
Proposal No. 2: To approve the reincorporation of the Company from the State of Washington to the State of Delaware
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,159,160 | 415,997 | 272,858 | 42,942,955 | |||||||||||
Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020
| For | Against | Abstain | ||||||||
| 62,215,878 | 3,640,551 | 934,541 | ||||||||
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.
| NEW AGE BEVERAGES CORPORATION | ||
| Date: June 30, 2020 | By: | /s/ Gregory A Gould |
Gregory A. Gould Chief Financial Officer | ||