Natural Grocers by Vitamin Cottage Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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Date of report (Date of earliest event reported): March 11, 2025 (March 5, 2025)

 

 

(Exact name of registrant as specified in its charter)

 

 

 

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(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:

 

 

 

 

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. ☐

 

 

 

 

On Wednesday, March 5, 2025, at 1:00 PM Mountain Time, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) convened its Annual Meeting of Stockholders via an on-line virtual website (the “Annual Meeting”).

 

As described under Item 5.07 of this Current Report, the Company’s stockholders approved an amendment (“Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by amendments to Delaware law. The Amendment was filed with the office of the Secretary of State of Delaware on March 10, 2025, and became effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

 

Item 5.07         Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held virtually on March 5, 2025. A total of 21,233,962 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, constituting 92.6% of the outstanding shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 24, 2025:

 

 

 

 

The Company’s stockholders elected the three director nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:

 

 

The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:

 

 

The Company’s stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:

 

 

Item 9.01         Financial Statements and Exhibits.

 

(d)         Exhibits.

 

 

 

 

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.

 

Dated: March 11, 2025