Current Report Filing (8-k)
May 16 2019 - 12:01PM
Edgar (US Regulatory)
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):
May 13, 2019
WHERE
FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified
in its Charter)
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Colorado
(State or Other Jurisdiction of
Incorporation)
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333-133634
(Commission File Number)
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43-1802805
(I.R.S. Employer Identification No.)
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202
6
th
Street, Suite 400
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Castle
Rock, Colorado
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80104
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(Address
of Principal Executive Offices)
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(Zip Code)
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(303) 895-3002
(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:
☐
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Written communications 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 communications 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 communications 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 (§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. ☐
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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Item 2.02
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Results of Operations and Financial Condition
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Reference
is made to the Where Food Comes From, Inc. (the “Company”) press release on May 14, 2019 and conference call transcript,
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation,
the information set forth in the cautionary statement contained in the press release and conference call transcript), relating
to the Company’s financial results for the first quarter ended March 31, 2019.
Item 5.07
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Submission of Matters to a Vote of Shareholders
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On
May 13, 2019, the Company held its 2019 Annual Meeting of Stockholders. Each proposal subject to a vote at the 2019 Annual Meeting
was described in detail in the Company’s 2019 Proxy Statement. With respect to each of the proposals the Company’s
stockholders voted as indicated below.
1.
Election of Directors
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For
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Withheld
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John
Saunders
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15,531,754
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33,949
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Leann
Saunders
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15,530,454
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35,249
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Peter
C. Lapaseotes, Jr.
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15,549,541
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16,162
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Adam
Larson
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15,550,841
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14,862
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Dr.
Gary Smith
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15,492,541
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73,162
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Robert
Van Schoick II
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15,380,204
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185,499
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Tom
Heinen
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15,525,841
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39,862
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Graeme
P. Rein
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15,550,841
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14,862
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Michael
D. Smith
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15,550,841
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14,862
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For
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Against
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Abstain
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2.
Grant
the Board of Directors discretionary authority to effectuate a Reverse Stock
Split
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15,738,700
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134,365
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31,200
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For
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Against
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Abstain
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3.
Ratification of Crowe, LLP as the 2019 independent registered public accounting firm
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15,804,569
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7,500
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92,196
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Item 9.01
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Financial Statements and Exhibits
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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.
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WHERE FOOD COMES FROM, INC.
(Registrant)
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By:
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/s/
Dannette Henning
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Date: May 16, 2019
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Dannette Henning
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Chief Financial Officer
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