Current Report Filing (8-k)
August 31 2021 - 10:04AM
Edgar (US Regulatory)
0001559998
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0001559998
2021-08-26
2021-08-26
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xbrli:shares
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xbrli:shares
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:
August
26, 2021
Gaucho
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-40075
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52-2158952
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State
of
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Commission
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IRS
Employer
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Incorporation
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File
Number
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Identification
No.
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112
NE 41st Street, Suite 106
Miami,
FL 33137
Address
of principal executive offices
212-739-7700
Telephone
number, including
Area
code
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 Instruction A.2. below):
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☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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VINO
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The
Nasdaq Stock Market LLC
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 5.07 for information regarding the election
of directors and approval of the amendment of the Company’s 2018 Equity Incentive Plan at the annual stockholders’ meeting
of Gaucho Group Holdings, Inc. (the “Company”) held on August 26, 2021.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Company convened its 2021 Annual Stockholder Meeting (the “Meeting”) on August 26, 2021 at 12:00 p.m. Eastern Time virtually
and in person at 112 NE 41st Street, Suite 106 Miami, Florida 33137. A quorum was present for the Meeting.
At
the Meeting, seven proposals were submitted to the stockholders for approval as set forth in the definitive 2021 Proxy Statement as filed
with the SEC on July 16, 2021. As of the record date, July 7, 2021, a total of 8,371,618 shares of common stock of the Company were issued
and a total of 8,368,249 shares of common stock were outstanding and entitled to vote. The holders of record of 5,077,320 shares of common
stock were present in person or represented by proxy at said meeting for a total of 5,077,320 votes entitled to vote at the meeting.
Such amount represented 60.67% of the shares entitled to vote at such meeting.
At
the Meeting, the stockholders approved six of the seven proposals submitted. The votes on the proposals were cast as set forth below:
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1.
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Proposal
No. 1 – Election of directors. The stockholders elected the director nominee presented to the stockholders: Peter J.L. Lawrence
to serve a three-year term as a Class II director until his successor is elected and qualified.
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Name
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Shares
FOR
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WITHHOLD Authority To Vote
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Broker Non-Vote
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Class II Directors— Peter J.L. Lawrence
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3,459,562
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133,671
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1,484,087
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2.
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Proposal
No. 2 – Issuance of Additional Shares of Common Stock Pursuant to a Common Stock Purchase Agreement and Registration Rights
Agreement with Tumim Stone Capital LLC. The stockholders approved the issuance of an additional 10,000,000 shares of common stock
pursuant to an equity line of credit with Tumim Stone Capital LLC.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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Broker Non-Vote
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3,480,914
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107,019
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5,300
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1,484,087
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3.
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Proposal
No. 3 – Amendment of 2018 Equity Incentive Plan. The stockholders approved the amendment to the 2018 Equity Incentive Plan
thereby increasing the number of shares available for awards under the plan to 15% of our common stock outstanding on a fully diluted
basis as of the date of stockholder approval.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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Broker Non-Vote
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3,163,320
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351,376
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78,537
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1,484,087
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4.
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Proposal
No. 4 – Purchase of Argentina Real Estate. The stockholders approved the purchase of Argentina real estate from Hollywood Burger
Holdings, Inc.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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Broker Non-Vote
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3,366,886
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222,127
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4,220
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1,484,087
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5.
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Proposal
No. 5 – Purchase of Shares of Common Stock of Gaucho Group Inc. The stockholders approved the purchase of shares of the remaining
21% of common stock of Gaucho Group, Inc.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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Broker Non-Vote
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3,359,635
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210,594
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23,004
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1,484,087
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6.
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Proposal
No. 6 – Approval of Auditor. The stockholders ratified and approved Marcum, LLP as the Company’s independent registered
accounting firm for the year ended December 31, 2021.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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4,994,024
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59,543
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23,753
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7.
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Proposal
No. 7 – Cancellation for Cause of the Employment Contract with Scott L. Mathis, CEO. The stockholders rejected the proposal
to cancel for cause the employment contract with Scott L. Mathis, CEO.
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Shares FOR
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Shares
AGAINST
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ABSTAIN
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Broker Non-Vote
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235,051
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3,224,383
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133,799
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1,484,087
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Item
7.01 Regulation FD Disclosure.
For
a recording of the 2021 Annual Stockholder’s Meeting which includes commentary by the Company’s President and CEO, Scott
Mathis, please see: https://www.cstproxy.com/gauchogroupholdings/2021.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 31st day of August, 2021.
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Gaucho
Group Holdings, Inc.
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By:
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/s/
Scott L. Mathis
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Scott
L. Mathis, President & CEO
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