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):

November 27, 2023

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue

Hillside, New Jersey 07205

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 November 27, 2023, Integrated BioPharma, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 30,099,610 shares of the Company's common stock, par value $0.002 per share, were entitled to vote as of the close of business on October 13, 2023, the record date for the Annual Meeting. The holders of 23,769,815 shares of common stock, representing a quorum, were present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on three proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on or about October 27, 2023 (the "Definitive Proxy Statement"). At the Annual Meeting, Ms. Christina Kay, Messrs. Robert Canarick and William H Milmoe were elected as Class II directors to serve until the 2026 Annual Meeting of Stockholders (subject to their respective earlier removal, death or resignation) and until their successors are elected and qualified. The affirmative vote of the majority of the votes cast voted in favor of the non-binding advisory proposal of the Executive Compensation paid to the Company’s Named Executive Officers set forth in the Definitive Proxy Statement and the Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024.

Proposal No. 1 –To elect one Class II directors for a three-year term to serve until the 2026 Annual Meeting of Stockholders

The Company’s stockholders voted for the election of one Class III director, Eric Friedman, to serve until the 2025 Annual Meeting of Stockholders (subject to his respective earlier removal, death or resignation) and until his successor is elected and qualified. The final voting results were as follows:

			Broker
	For	Withheld	Non-Votes
Christina Kay	20,393,822	2,083,000	1,292,993
Robert Canarick	22,301,725	175,097	1,292,993
William H Milmoe	22,285,400	191,422	1,292,993

Proposal No. 2 –Non-binding, Advisory Vote on Executive Compensation

The Company’s stockholders voted, by a non-binding advisory vote for the Executive Compensation paid to the "Named Executive Officers" set forth in the Definitive Proxy Statement. The final nonbinding voting results were as follows:

For		Against		Abstain		Broker Non-Votes
19,964,583		2,510,524		1,715		1,292,993

Proposal No. 3 – To ratify the appointment of the Company’s independent auditors for the fiscal year ending June 30, 2024

The Company’s stockholders voted in favor of ratifying the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending June 30, 2024. The final voting results were as follows:

For		Against		Abstain
23,762,534		7,281		-

There were no other matters voted upon at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 5.07 shall be deemed to be furnished, and not filed:

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX


Exhibit		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	INTEGRATED BIOPHARMA, INC.

Date: November 27, 2023	By: /s/ Dina L Masi
	Dina L Masi
	Chief Financial Officer

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Document And Entity Information	Nov. 27, 2023
Document Information [Line Items]
Entity, Registrant Name	INTEGRATED BIOPHARMA, INC.
Document, Type	8-K
Document, Period End Date	Nov. 27, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-31668
Entity, Tax Identification Number	22-2407475
Entity, Address, Address Line One	225 Long Avenue
Entity, Address, City or Town	Hillside
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07205
City Area Code	973
Local Phone Number	926-0816
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001016504