Business Context and Reporting Period
This Form 8-K reports the final voting results from the Annual Meeting of Stockholders held by REED's, INC. on December 16, 2019. The filing covers the election of directors, approval of compensation plans, corporate governance amendments, and advisory votes on executive compensation.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and voting results. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
Of the 47,545,207 shares outstanding, 35,134,273 shares (73.90%) were voted, constituting a quorum. Key outcomes include:
- Director Elections: All seven nominees (John Bello, Daniel J. Doherty III, Christopher J. Reed, Lewis Jaffe, Scott R. Grossman, James C. Bass, and Louis Imbrogno Jr.) were elected.
- Compensation Plan: Stockholders approved the Amended and Restated 2017 Incentive Compensation Plan.
- Authorized Shares: The Certificate of Incorporation was amended to increase authorized common shares from 70,000,000 to 100,000,000.
- Auditor Ratification: Weinberg & Company, P. A. was ratified as the independent registered public accounting firm for fiscal 2020.
- Say-on-Pay: Advisory approval was given for executive compensation for the fiscal year ended December 31, 2018.
- Say-on-Frequency: Stockholders voted for a three-year frequency for future say-on-pay votes. The Board determined to hold such votes every three years through 2025.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of risks and contingencies. The primary operational update is the Board's decision to implement a three-year cycle for executive compensation advisory votes based on the shareholder plurality.
Investor Verification Checklist
- Verify the specific vote counts for director Christopher J. Reed and Scott R. Grossman, who received the highest number of "Withheld" votes compared to other nominees.
- Confirm the impact of the increased authorized share count (from 70M to 100M) on potential future dilution.
- Review the "Say-on-Pay" results, noting that while approved, the "For" votes (12.4M) were significantly lower than the "Against" votes (8.9M) relative to the total votes cast on that specific item.
- Check subsequent filings for the implementation of the new Incentive Compensation Plan.