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): June 15, 2021

 

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: (888) 400-2863

 

 

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))

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BLGO

OTCQB

 

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

 

BioLargo, Inc. held its 2021 annual stockholder meeting on June 15, 2021. The following proposals 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 registered public accounting firm for the 2021 fiscal year.

 

 

4.

A proposal to re-authorize a reverse stock split of our common stock at a ratio between one-for-four (1:4) and one-for-twenty (1:20), if and as determined by our board of directors, at any time before the next meeting of stockholders of the Company.

 

 

5.

A proposal to authorize a reduction of the number of shares of common stock authorized by our Amended and Restated Certificate of Incorporation, if and in an amount as determined by our board of directors.

 

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

Total Votes

(For +

Withheld)

Broker Non-

Vote

 

 Dennis P. Calvert

91,349,567

1,826,315

93,175,882

43,453,003

 

 Kenneth R. Code

90,806,000

2,369,882

93,175,882

43,453,003

 

Dennis E. Marshall

90,679,682

2,491,200

93,170,882

43,458,003

 

Joseph L. Provenzano

90,739,362

2,436,520

93,175,882

43,453,003

 

Kent C. Roberts II

90,494,362

2,681,520

93,175,882

43,453,003

 

John S. Runyan

90,660,682

2,515,200

93,175,882

43,453,003

 

Jack B. Strommen

90,489,362

2,686,520

93,175,882

43,453,003

 
           

 Proposals 2 - 5

 Votes For

 Votes Against

 Votes

Abstain

Total Votes

(For +

Withheld)

 Broker Non-

Vote

2

87,066,389

3,646,737

2,462,756

93,175,882

43,453,003

3

          131,158,751

           4,981,635

       488,499

        136,628,885

                             -

4

117,834,285

16,271,124

2,523,476

136,628,885

                             -

5

          122,133,234

           7,918,180

      6,577,471

        136,628,885

                             -

 

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

2018

34,117,919

1,102,804

247,388

35,954,467

2019

    41,886,128

    1,486,549

        7,956,269

    44,918,490

2020

    72,180,828

    2,950,599

        1,752,675

    47,142,003

 

 

 

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: June 17, 2021

     

BIOLARGO, INC.

         
           

By:

 

/s/ Dennis P. Calvert

               

Dennis P. Calvert

               

President and Chief Executive Officer

 

 
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