Eastside Distilling Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 23, 2024, the 2024 Annual Meeting of the Stockholders of the Company (the “2024 Annual Meeting”) was held virtually pursuant to notice duly given. At the 2024 Annual Meeting, the Company’s stockholders voted on (i) the election of six members of the Company’s Board of Directors to serve until the annual meeting of stockholders to be held in 2025 (Proposal 1); (ii) to approve, by non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers (Proposal 2); (iii) to approve a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers (every year, every two years, or every three years) (Proposal 3); and (iv) to adopt and approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two to one-for-ten, at any time prior to the one-year anniversary date of the 2024 Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (Proposal 5) (the “Charter Amendment Proposal”).
The proposal set forth in the proxy statement for the 2024 Annual Meeting to ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm was not presented at the meeting (Proposal 4) as the Company subsequently appointed Salberg & Company, P.A. as the Company’s independent registered public accounting firm, rendering that proposal moot. In addition, the proposal set forth in the proxy statement for the 2024 Annual Meeting to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve the Charter Amendment Proposal (Proposal 6) was also not presented at the meeting, as there were sufficient votes present and cast in favor of such matter to render such proposal moot.
Set forth below are the voting results on each matter submitted to the stockholders at the 2024 Annual Meeting.
Proposal 1: Election of Directors
At the meeting, the stockholders voted to elect six individuals to the Board of Directors, each to serve until the annual meeting of stockholders to be held in 2025, as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
| Joseph Caltabiano | 2,459,219 | 59,194 | 6,872 | 816,511 | ||||||||||||
| Joseph Freedman | 2,460,415 | 58,143 | 6,727 | 816,511 | ||||||||||||
| Geoffrey Gwin | 2,455,947 | 61,865 | 7,473 | 816,511 | ||||||||||||
| Stephanie Kilkenny | 2,379,320 | 135,004 | 10,961 | 816,511 | ||||||||||||
| Eric Finnsson | 2,371,119 | 143,224 | 10,942 | 816,511 | ||||||||||||
| Robert Grammen | 2,360,656 | 153,531 | 11,098 | 816,511 | ||||||||||||
Proposal 2: Advisory Vote (Non-Binding) on Executive Compensation
At the Meeting, the stockholders voted to approve, by non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers, as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 2,423,475 | 99,605 | 2,205 | 816,511 |
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Proposal 3: Advisory Vote on the Frequency of Advisory Approval of the Compensation of Our Named Executive Officers
At the Meeting, the stockholders voted to approve a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers (every year, every two years, or every three years), as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | BROKER NON-VOTE | |||
| 358,173 | 95,221 | 2,070,461 | 817,941 |
Following the Company’s receipt of the voting results on Proposal 3, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.
Proposal 4: Ratify Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm was not presented at the meeting and was moot as described above.
Proposal 5: The Reverse Split Proposal
At the Meeting, the stockholders voted to adopt and approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two to one-for-ten, at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders, as follows:
| FOR | AGAINST | ABSTAIN | ||
| 3,189,303 | 138,923 | 13,570 |
Proposal No. 6: Authorization to Adjourn the Annual Meeting
At the Meeting, the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve the Charter Amendment Proposal was moot as described above.
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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 hereunto duly authorized.
Date: December 30, 2024
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Executive Officer | ||
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