Form 8-K - Current report

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 28, 2023

LOOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54786

27-2094706

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

480 Fernand-Poitras

Terrebonne, Quebec, Canada, J6Y 1Y4

(Address of principal executive offices, including zip code)

(450) 951-8555

(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 (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 (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(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	LOOP	Nasdaq Global Market

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 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of the Company was held virtually on June 28, 2023. At the 2023 Annual Meeting, the Company’s shareholders elected Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Jay Stubina to serve as members of the Board until the 2024 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. On June 27, 2023, Daniel Solomita was elected to the Board upon the affirmative vote of the sole holder of the Company’s Series A Preferred Stock, resulting in a total of six directors. In addition, the Company’s shareholders took the following actions at the 2023 Annual Meeting: (i) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending February 29, 2024 was ratified; and (ii) a proposal for advisory approval of the Company’s 2023 executive compensation (the “Say-on-Pay Vote”) was approved.

The proposals below are described in detail in the Company’s definitive proxy statement dated May 18, 2023. The voting results for each proposal were as follows:

Proposal 1: Election of five directors to hold office until the 2024 Annual Meeting of Shareholders:

	For		Against		Abstain		Broker Non-Votes
Andrew Lapham		21,820,131		3,470,018		10,722		5,230,625
Jonghyuk Lee		25,252,917		37,292		10,662		5,230,625
Louise Sams		22,215,014		3,074,995		10,862		5,230,625
Laurence Sellyn		21,780,829		3,489,180		30,862		5,230,625
Jay Stubina		25,252,796		36,466		11,609		5,230,625

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024:

	For			Against				Abstain
	30,492,814				37,898				784

Proposal 3: Advisory vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement:

	For			Against				Abstain				Broker Non-Votes
	25,182,941				80,223				37,707				5,230,625

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LOOP INDUSTRIES, INC.

Date: July 3, 2023	By:	/s/ Fady Mansour
		Fady Mansour
		Chief Financial Officer

Cover	Jun. 28, 2023
Cover [Abstract]
Entity Registrant Name	LOOP INDUSTRIES, INC.
Entity Central Index Key	0001504678
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 28, 2023
Entity Incorporation State Country Code	NV
Entity File Number	000-54786
Entity Tax Identification Number	27-2094706
Entity Address Address Line 1	480 Fernand-Poitras
Entity Address Address Line 2	Terrebonne
Entity Address City Or Town	Quebec
Entity Address Country	CA
Entity Address Postal Zip Code	J6Y 1Y4
City Area Code	450
Local Phone Number	951-8555
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.0001 per share
Trading Symbol	LOOP
Security Exchange Name	NASDAQ