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): June 9, 2021
Vital Farms, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39411 | 27-0496985 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 3601 South Congress Avenue Suite C100 Austin, Texas |
78704 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(877) 455-3036
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
| ☐ | 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)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | VITL | The Nasdaq Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
Vital Farms, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 9, 2021. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2021.
Proposal No. 1: Election of three nominees to serve as directors until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Kofi Amoo-Gottfried |
34,996,289.28 | 34,156.76 | 2,735,754.00 | |||||||||
| Brent Drever |
29,534,810.32 | 5,495,635.72 | 2,735,754.00 | |||||||||
| Karl Khoury |
30,725,874.28 | 4,304,571.76 | 2,735,754.00 | |||||||||
Proposal No. 2: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 26, 2021. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of KPMG LLP |
37,731,975.59 | 10,350.41 | 23,874.04 | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vital Farms, Inc. | ||||||
| Dated: June 14, 2021 | By: | /s/ Joanne Bal | ||||
| Joanne Bal | ||||||
| General Counsel, Secretary and Head of Environmental, Social and Governance | ||||||