blgo20180529_8k.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): May 23, 2018

 

 

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

000-19709

 

65-0159115

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

14921 Chestnut St., Westminster, California

 

92683

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 643-9540

 

 

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):

 

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 (17CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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

 

The Company held its 2018 annual stockholder meeting on May 23, 2018. The following matters were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:

 

 

1.

A proposal to elect the following seven individuals to our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, John S. Runyan and Jack B. Strommen.

 

 

2.

Advisory approval of the Company’s executive compensation.

 

 

3.

A proposal to ratify the appointment of Haskell & White LLP as our independent public accounting firm for the 2018 fiscal year.

 

 

4.

A proposal to increase the authorized capital stock of the Company from 200,000,000 shares of common stock to 400,000,000 shares of common stock.

 

 

5.

A proposal to adopt the 2018 Equity Incentive Plan.

 

A quorum was present in person or by proxy. Each matter was approved. The voting results are as follows:

 

Proposal One

Votes For

Votes

Withheld

Broker

Non-Vote

Total Votes

(For +

Withheld)

 

Dennis P. Calvert

 

34,827,821

640,290

35,954,467

35,468,111

 

Kenneth R. Code

 

34,848,821

619,290

35,954,467

35,468,111

 

Dennis E. Marshall

 

35,086,896

381,215

35,954,467

35,468,111

 

Joseph L. Provenzano

 

34,737,572

730,539

35,954,467

35,468,111

 

Kent C. Roberts II

 

35,234,614

233,497

35,954,467

35,468,111

 

John S. Runyan

 

35,204,734

263,377

35,954,467

35,468,111

 

Jack B. Strommen

 

35,113,776

354,335

35,954,467

35,468,111

 

 

           

Proposals 2 - 5

Votes For

Votes

Against

Votes

Abstain

Broker Non-

Vote

Total votes

2

34,117,919

1,102,804

       247,388

      35,954,467

35,468,111

3

69,640,818

    357,915

    1,423,844

                    -

71,422,577

4

60,800,613

7,946,285

    2,596,033

             79,647

71,342,931

5

33,976,146

1,201,591

       290,374

      35,954,467

35,468,111

 

 

For the Advisory Approval of Executive Compensation, prior year votes are as follows:

 

Year

Votes For

Votes Against

Votes Abstain

Broker

Non-Vote

2017

27,248,643

          343,971

          242,499

28,177,525

2016

31,052,733

          342,142

          240,267

21,119,013

 

 

There were no director nominees other than as set forth above.

 

 

 

 

SIGNATURES

 

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: May 29, 2018

 

 

 

BIOLARGO, INC.

         
 

 

 

 

 

 

By:

 

/s/ Dennis P. Calvert

 

 

 

 

 

 

 

 

Dennis P. Calvert

 

 

 

 

 

 

 

 

President and Chief Executive Officer