Lindblad Expeditions Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001512499 0001512499 2025-06-04 2025-06-04

 

 

 

 

Date of Report (Date of earliest event reported): June 4, 2025

 

 

 

 

Registrant’s telephone number including area code: (212) 261-9000

 

N/A

 

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:

 

 

 

 

 

 

 

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.   ☐

 

 

 

 

    

 

The information set forth below under Item 5.07 with respect to the amendment to the Lindblad Expeditions Holdings, Inc. 2021 Long-Term Incentive Plan is incorporated herein by reference.

 

 

 

     

The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of the Company was held on June 4, 2025. As of the record date, April 8, 2025, we had outstanding and entitled to vote at the 2025 Annual Meeting 54,586,397 shares of common stock and 62,000 shares of Series A Preferred Stock (representing an aggregate of 8,586,210 shares of common stock for such purposes) for an aggregate total of 63,172,607 votes. A total of 52,493,057 shares of the Company’s common stock and common share equivalents of the Company’s preferred stock, constituting a quorum, were represented in person or by proxy at the 2025 Annual Meeting.

 

The Company’s stockholders voted on four proposals at the 2025 Annual Meeting. The final results of the votes regarding each proposal are set forth below.

 

Proposal No. 1.  Election of Directors: The Company’s stockholders elected Elliott Bisnow, Annette Reavis, Alexander P. Schultz and Thomas S. (Tad) Smith as Class A directors to serve terms expiring at the annual meeting of stockholders to be held in 2028, and Andy Stuart, as Class B Director to serve a term expiring at the annual meeting of stockholder to be held in 2026, and, in each instance, until their successors have been elected and qualified. The voting results regarding this proposal are set forth below:

 

 

Proposal No. 2.  Advisory Resolution on Executive Compensation: The Company’s stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers disclosed in the Executive Compensation section and the related tables, notes and narrative in the Proxy Statement. The voting results regarding this proposal are set forth below:

 

 

Proposal No. 3.  The approval of an amendment to the Lindblad Expeditions Holdings, Inc. 2021 Long-Term Incentive Plan: The Company’s stockholders approved the amendment to the Lindblad Expeditions Holdings, Inc. 2021 Long-Term Incentive Plan to increase the number its common shares reserved under the plan by 4,600,000 shares. The voting results regarding this proposal are set forth below:

 

 

Proposal No. 4.  The Ratification of the Appointment of the Company’s Independent Registered Certified Public Accounting Firm for Fiscal Year 2025: The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for fiscal year 2025. The voting results regarding this proposal are set forth below:

 

 

 

 

 

 

 

 

 

 

 

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.