Attached files
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| EX-3.01 - ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION - NewAge, Inc. | nbev_ex301.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): October 23,
2018
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New Age Beverages Corporation
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(Exact
name of registrant as specified in its charter)
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Washington
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(State
or other jurisdiction of incorporation)
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001-38014
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27-2432263
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1700
E. 68th Avenue, Denver, CO 80229
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(Address of principal executive offices) (Zip Code)
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(303)
289-8655
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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. ☒
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On
October 23, 2018, New Age Beverages Corporation, a Washington
corporation (the “Company”), filed an amendment to its
Articles of Incorporation, as amended, pursuant to which the
Company increased the authorized shares of common stock of the
Company from 50,000,000 to 100,000,000.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On
October 23, 2018, the Company held its annual meeting of
shareholders (the “Meeting”). A total of
41,606,042 shares of common, constituting a quorum, were present
and accounted for at the Meeting. At the Meeting, the
Company’s stockholders voted on and approved the following
proposals:
(i)
The
election of five (5) members of the board of directors of the
Company (the “Board”) to serve until the next annual
meeting to be held in 2019 or until their successors have been duly
elected and qualified;
All the
director nominees were elected and the votes cast were as
follows:
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Director
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For
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Withheld
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Broker non-votes
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Brent
Willis
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20,816,423
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175,949
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20,613,670
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Tim
Haas
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20,779,602
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212,710
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20,613,670
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Greg
Fea
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20,817,005
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175,307
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20,613,670
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Ed
Brennan
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20,808,609
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183,703
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20,613,670
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Reginald
Kapteyn
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20,816,502
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175,810
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20,613,670
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(ii)
The
ratification of the appointment of Accell Audit & Compliance,
PA to serve as the Company’s independent registered public
accounting firm for fiscal year 2018;
The
appointment of Accell Audit &
Compliance, PA was approved and the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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41,387,761
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91,099
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127,122
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60
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(iii)
To approve an
increase of the authorized common stock of the Company from
50,000,000 to 100,000,000 shares ;
The
increase of authorized common stock of the Company to 100,000,000
was approved and the votes were cast as follows:
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For
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Against
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Abstain
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Broker non-votes
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38,970,814
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1,432,998
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851,673
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350,557
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(iv)
Advisory
vote on the compensation of the Company’s named executive
officers;
The
resolution on the compensation of the Company’s named
executives was approved and the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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19,769,107
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955,464
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262,106
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20,619,365
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(v)
Advisory
vote on the frequency of the vote on the compensation of the
Company’s named executive officers in future
years;
The
shareholders approved holding such vote every three years
resolution and the votes were cast as follows:
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1 Year
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2 Years
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3 Years
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Broker non-votes
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3,232,087
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546,941
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17,091,331
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20,619,365
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Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Articles of
Amendment to the Articles of Incorporation, as filed with the
Secretary of State of the State of Washington on October 23,
2018.
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:
October 24, 2018
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NEW AGE BEVERAGES CORPORATION
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By:
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/s/ Brent Willis
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Brent
Willis
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Chief
Executive Officer
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