Local Bounti Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Local Bounti Corporation (“Local Bounti,” “we,” or “our”) held its 2024 annual meeting of stockholders on June 13, 2024 (the “Annual Meeting”). As further described under Item 5.07 of this report, at the Annual Meeting, stockholders approved an amendment (the “Plan Amendment”) to our 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares for which awards may be granted under the Plan by an additional 510,000 shares. Our Board of Directors (our “Board”) previously approved the Plan Amendment on April 8, 2024, subject to stockholder approval.
The description above is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 5.02.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As further described under Item 5.07 of this report, at the Annual Meeting, stockholders approved an amendment (the “Charter Amendment”) to our Certificate of Incorporation. The Charter Amendment amended the exculpation provisions of our Certificate of Incorporation to limit the liability of certain officers in specific circumstances, as permitted by Delaware law. We filed the Charter Amendment with the Secretary of State of the State of Delaware on June 14, 2024, which became effective immediately upon filing.
On June 13, 2024, our Board approved and adopted our Amended and Restated Bylaws (the “A&R Bylaws”). The amendments to the A&R Bylaws (i) update the advance notice bylaws provision; (ii) update the advance notice requirements for stockholder nominations and proposals to reflect new universal proxy card requirements; (iii) make certain revisions to conform to recent changes in Delaware law regarding annual meeting requirements; and (iv) update for certain other administrative and clarifying changes.
The descriptions above are qualified in their entirety by reference to the full text of the Charter Amendment and the A&R Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this report and incorporated by reference into this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As of the Annual Meeting record date of April 15, 2024, there were 8,476,437 shares of common stock outstanding and entitled to vote at the annual meeting, 81% of which were present via live webcast or by proxy at the Annual Meeting, constituting a quorum to conduct business.
At the Annual Meeting, stockholders voted on the following matters:
| 1. | Stockholders elected three Class III directors to our Board to serve for three years and until their successors are elected and qualified or until their earlier resignation or removal, based on the following votes: |
| Nominee |
Craig M. Hurlbert | Travis M. Joyner | Jennifer Carr-Smith | |||||||||
| For |
4,601,172 | 4,655,258 | 4,664,228 | |||||||||
| Against |
— | — | — | |||||||||
| Withheld |
342,605 | 288,519 | 279,549 | |||||||||
| Broker Non-Votes |
1,947,351 | 1,947,351 | 1,947,351 | |||||||||
| 2. | Stockholders approved the Charter Amendment to provide for officer exculpation, based on the following votes: |
| For |
4,651,733 | |||
| Against |
284,245 | |||
| Abstain |
7,799 | |||
| Broker Non-Votes |
1,947,351 |
| 3. | Stockholders approved the Plan Amendment to increase the number of shares for which awards may be granted under the Plan by an additional 510,000 shares, based on the following votes: |
| For |
4,349,802 | |||
| Against |
588,657 | |||
| Abstain |
5,318 | |||
| Broker Non-Votes |
1,947,351 |
| 4. | Stockholders ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2024, based on the following votes: |
| For |
6,812,801 | |||
| Against |
64,211 | |||
| Abstain |
14,116 | |||
| Broker Non-Votes |
— |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit number |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Local Bounti Corporation | |
| 3.2 | Amended and Restated Bylaws of Local Bounti Corporation | |
| 10.1 | Amendment to Local Bounti Corporation 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: June 14, 2024 | Local Bounti Corporation | |||||
| By: | /s/ Kathleen Valiasek | |||||
| Name: | Kathleen Valiasek | |||||
| Title: | Chief Financial Officer | |||||