Current Report Filing (8-k)
December 13 2022 - 6:17AM
Edgar (US Regulatory)
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2022-12-12
2022-12-12
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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): December 12, 2022
BLUE
STAR FOODS CORP.
(Exact
name of registrant as specified in charter)
Delaware |
|
000-55903 |
|
82-4270040 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3000
NW 109th Avenue
Miami,
Florida |
|
33172 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (305) 836-6858
N/A |
(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:
☐ |
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, $0.0001 par value |
|
BSFC |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
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. |
Blue
Star Foods Corp. (the “Company”) held its Annual Meeting of Stockholders on December 12, 2022. There were represented at
the Annual Meeting, by proxy, 19,802,426 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
out of a total number of 25,532,251 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s
stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal
1. – Election of Directors. The following individuals, each of whom was named as a nominee in the Company’s definitive
proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve
a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for
fiscal year 2025. Information on the vote relating to each director standing for election is set forth below:
Nominee | |
For | |
Withheld | |
Broker
Non-Votes |
John Keeler | |
16,872,584 | |
1,315,048 | |
1,614,794 |
Nubar Herian | |
16,849,375 | |
1,338,257 | |
1,614,794 |
Jeffrey Guzy | |
16,823,568 | |
1,364,064 | |
1,614,794 |
Timothy McLellan | |
17,918,171 | |
269,461 | |
1,614,794 |
Trond Ringstad | |
17,914,772 | |
272,860 | |
1,614,794 |
Silvia Alana | |
16,843,728 | |
1,343,904 | |
1,614,794 |
Juan Carlos Dalto | |
16,844,944 | |
1,342,688 | |
1,614,794 |
Proposal
2. – Ratification of Appointment of Auditors. Proposal 2 was to ratify the appointment of MaloneBailey, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal was approved.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
19,720,699 | |
81,184 | |
543 | |
0 |
Proposal
3. – Advisory Vote on Executive Compensation. Proposal 3 was to adopt an advisory resolution that the compensation paid
to the Company’s named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved. The proposal
was approved.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
17,906,600 | |
278,011 | |
3,021 | |
1,614,794 |
Proposal
4. – Proposal 4 was to adopt an advisory resolution that three years as the preferred frequency for advisory
votes on executive compensation be approved. The proposal was approved.
For | |
Against | |
Abstain |
16,382,111 | |
1,547,959 | |
257,562 |
There
were no other proposals voted on at the Annual Meeting.
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 thereunto duly authorized.
Date:
December 13, 2022 |
BLUE
STAR FOODS CORP. |
|
|
|
|
By: |
/s/
John Keeler |
|
|
John
Keeler
Executive
Chairman and Chief Executive Officer |
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