false 0001547459 0001547459 2021-03-03 2021-03-03
 
 
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): March 9, 2021 (March 3, 2021)
 
 
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-35608
 
45-5034161
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
 
(303) 986-4600
(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:
 
☐         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 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
Name of each exchange on which registered
Common Stock, $0.001 par value
 
NGVC
New York Stock Exchange
 
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.
 
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) was held virtually on March 3, 2021. A total of 21,428,840 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, constituting 94.9% of the outstanding shares entitled to vote at the Annual Meeting.
 
At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 21, 2021:
 
 
1.
To elect Heather Isely, Kemper Isely and Edward Cerkovnik as Class III directors, each to serve for a three-year term ending at the Company’s 2024 Annual Meeting of Stockholders (“Proposal No. 1”);
 
 
2.
To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021 (“Proposal No. 2”); and
 
 
3.
To approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”) for the fiscal year ending September 30, 2020 (“Proposal No. 3”).
 
The Company’s stockholders elected the three director nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
 
 
For
Withheld
Broker Non-Votes
Heather Isely
15,251,024
5,117,252
1,060,564
Kemper Isely
15,355,516
5,012,760
1,060,564
Edward Cerkovnik
19,284,959
1,083,317
1,060,564
 
The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
 
 
For
Against
Abstain
Appointment of KPMG
21,391,856
21,409
15,575
 
 
The Company’s stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:
 
 
For
Against
Abstain
Broker Non-Votes
Approval, on an advisory basis, of compensation paid to the Company’s NEOs
20,267,531
87,442
13,303
1,060,564
 
2
 
 
SIGNATURE
 
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.
 
Dated: March 9, 2021
 
 
Natural Grocers by Vitamin Cottage, Inc.
 
 
   
 
By:
/s/ Kemper Isely
 
Name:
Kemper Isely
 
Title:
Co-President
 
3
 
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