Natural Grocers by Vitamin Cottage Inc. filed SEC Form 8-K: Leadership Update, 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 12, 2024 (March 6, 2024)

 

 

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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. ☐

 

 

 

 

As reported in Item 5.07 of this Current Report on Form 8-K, on March 6, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”), the stockholders of the Company approved amendments to the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan (the “2012 Plan”).

 

The 2012 Plan allows the Company to grant long-term incentive awards in the form of stock options, stock appreciation rights, stock grants, restricted stock units, other stock-based awards and cash-based incentive awards to eligible employees, non-employee directors and consultants of the Company. The amendments to the 2012 Plan approved by the Company’s stockholders (i) increased the number of shares of the Company’s common stock, par value $0.001 par value per share (the “Common Stock”), reserved for issuance under the 2012 Plan by 600,000 shares and (ii) extended the term of the 2012 Plan by seven years, to July 19, 2034. On January 25, 2024, the Company’s Board of Directors unanimously adopted and approved these amendments to the 2012 Plan, subject to obtaining the approval of our stockholders at the Annual Meeting. For a description of the terms and conditions of the 2012 Plan, as approved at the Annual Meeting, see “Proposal 5: Approval of Amendments to the Natural Grocers by Vitamin Cottage Inc., Omnibus Incentive Plan” in the Company’s definitive proxy statement, as filed with the Securities and Exchange Commission on January 25, 2024, which description is incorporated herein by reference. The foregoing description of the 2012 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2012 Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

The Annual Meeting was held virtually on March 6, 2024. A total of 21,614,247 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, constituting 94.9% 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 25, 2024:

 

 

 

 

 

 

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:

 

 

The Company’s stockholders approved, on an advisory basis, the frequency of future advisory votes regarding the compensation paid to our NEOs of “every three years”. The votes cast on Proposal No. 4 were as follows:

 

 

The Company’s stockholders approved Proposal No. 5. The votes cast on Proposal No. 5 were as follows:

 

 

 

Item 9.01         Financial Statements and Exhibits.

 

 

(d)         Exhibits.

 

 

* Denotes a management contract or compensatory plan or arrangement.

 

 

 

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 12, 2024