false 0001616262 0001616262 2022-08-18 2022-08-18

Washington, D.C. 20549

 

 

 

 

 

Date of Report (Date of earliest event reported): August 18, 2022

 

 

 

 

 

 

Durango, Colorado 81303

 

Registrant’s telephone number, including area code: (970) 259-0554

 

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 (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 August 18, 2022, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via webcast. At the close of business on June 24, 2022, the record date for the Annual Meeting, there were 6,216,724 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company.

 

At the Annual Meeting, 4,758,826 of the Company’s 6,216,724 outstanding shares of common stock entitled to vote as of the record date, or approximately 76.55%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.

 

The proposals voted on at the Annual Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on July 5, 2022.

 

The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:

 

Proposal No. 1: The Company’s stockholders elected six directors to serve until the 2023 annual meeting of stockholders and until their successors are elected and qualified, based upon the following votes:  

 

 

Proposal No. 2: The Company’s stockholders ratified the appointment of Plante & Moran PLLP as the Company’s independent, registered public accounting firm for the fiscal year ending February 28, 2023, based upon the following votes:

 

 

Proposal No. 3: The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, based upon the following votes:

 

 

 

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

On August 24, 2022, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

 

(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 thereunto duly authorized.