Business Context and Reporting Period
This Form 8-K reports on the results of the 2025 Annual Meeting of Stockholders for Lindblad Expeditions Holdings, Inc., held on June 4, 2025. The filing details the election of directors, executive compensation advisory vote, approval of an incentive plan amendment, and ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The filing text does not provide a clear value for these metrics.
Material Changes and Voting Results
As of the record date (April 8, 2025), the company had 54,586,397 shares of common stock and 62,000 shares of Series A Preferred Stock outstanding, totaling 63,172,607 votes. A quorum of 52,493,057 shares was represented at the meeting. Stockholders voted on four proposals:
- Proposal 1 (Election of Directors): Stockholders elected Elliott Bisnow, Annette Reavis, Alexander P. Schultz, and Thomas S. (Tad) Smith as Class A directors (terms expiring 2028) and Andy Stuart as a Class B director (term expiring 2026). All nominees received significant "For" votes, ranging from approximately 45.9 million to 47.3 million.
- Proposal 2 (Say-on-Pay): Stockholders approved the 2024 executive compensation advisory resolution with 39,627,579 votes "For" versus 7,309,085 "Against".
- Proposal 3 (Incentive Plan Amendment): Stockholders approved an amendment to the 2021 Long-Term Incentive Plan to increase the number of reserved common shares by 4,600,000. The vote was 38,809,835 "For" versus 8,007,714 "Against".
- Proposal 4 (Auditor Ratification): Stockholders ratified the appointment of Ernst & Young LLP as the independent registered certified public accounting firm for fiscal year 2025. The vote was 50,228,832 "For" versus 1,858,935 "Against".
Guidance, Outlook, and Risks
The filing does not contain management commentary on future guidance, outlook, risks, contingencies, or unusual items. It strictly reports the outcomes of the shareholder vote.
Key Facts for Investor Verification
- Verify the impact of the 4,600,000 share increase in the Long-Term Incentive Plan on potential future dilution.
- Note the significant "Against" vote (approx. 15.5%) on the executive compensation advisory resolution, which may signal shareholder sentiment regarding pay practices.
- Confirm the terms of the newly elected directors, specifically the staggered expiration dates (2026 for Class B, 2028 for Class A).
- Review the attached Exhibit 10.1 for the specific terms of the amendment to the 2021 Long-Term Incentive Plan.