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): August 18, 2017

 

 

 

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in is charter)

 

Delaware

001-36865

47-1535633

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

 

Registrant's telephone number, including area code: (970) 259-0554

 

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))

 

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.

 

On August 18, 2017, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at the DoubleTree Hotel, 501 Camino Del Rio, Durango, Colorado 81301. At the close of business on June 23, 2017, the record date for the Annual Meeting, there were a total of 5,868,604 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 5,868,604 shares, or 92.5% of the outstanding shares of Common Stock entitled to vote, were represented by proxy or in person and, therefore, a quorum was present at the Annual Meeting. Each of the proposals were approved, and each of the director nominees were elected, by the vote of the shareholders at the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting were as follows:

 

Proposal 1 — Election of directors.

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Franklin E. Crail

2,992,745

 

282,705

 

2,150,503

Lee N. Mortenson

1,252,593

 

2,022,857

 

2,150,503

Bryan J. Merryman

2,900,960

 

374,490

 

2,150,503

Brett P. Seabert

2,974,927

 

300,523

 

2,150,503

Clyde Wm. Engle

2,777,996

 

497,454

 

2,150,503

Scott G. Capdevielle

3,018,162

 

257,288

 

2,150,503

 

Proposal 2 — Ratification of the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2018.

 

Votes For

 

Votes Against

 

Abstentions

  Uncast

5,323,685

 

94,136

 

8,092

  40

 

Proposal 3 — Advisory vote to approve the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

  Uncast
2,975,687  

158,987

 

140,736

 

2,150,503

  40

 

 

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.

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

 

 

 

 

 

 

 

 

 

Date: August 18, 2017 

By:

/s/ Bryan J. Merryman

 

 

 

Bryan J. Merryman, Chief Operating Officer, Chief

Financial Officer, Treasurer and Director

 

 

 

3

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