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

February 29, 2024 (February 26, 2024)		000-51254
Date of Report (Date of earliest event reported)		Commission File Number

PARKS! AMERICA, INC.

(Exact name of registrant as specified in its charter)

Nevada

91-0626756

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

1300 Oak Grove Road

Pine Mountain, GA 31822

(Address of Principal Executive Offices) (Zip Code)

(706) 663-8744

(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:

☐	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(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PRKA		OTCPink

Item 5.07. Submission of Matters to a Vote of Security Holders

On February 26, 2024, Parks! America, Inc. (the “Company”) held a Special Meeting of Stockholders (“Special Meeting”), related to a demand letter submitted to the Company on December 22, 2023 by Focused Compounding Fund, LP (“Focused Compounding”). On December 30, 2023, the Company provided notice of the Special Meeting pursuant to Section 3.6(b) of the Company’s Bylaws, as adopted by the Company’s Board of Directors (the “Board”) on January 30, 2004, and as revised June 12, 2012 (the “Bylaws”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals submitted by Focused Compounding (collectively, the “Focused Compounding Proposals”).

At the close of business on February 8, 2024, the record date for the determination of shareholders entitled to vote at the Special Meeting, there were 75,726,851 shares of Common Stock issued and outstanding, each share being entitled to one vote. At the Special Meeting, the holders of 63,354,186 shares of the Company’s Common Stock, or approximately 83.7% of the outstanding Common Shares, were represented in person or by proxy, and, therefore, a quorum was present.

At the Special Meeting, the Company’s shareholders voted on the following Focused Compounding Proposals:

Proposal 1: Repeal any provision of the Bylaws, including any amendments thereto, in effect at the time this Proposal becomes effective, which was not included in the Bylaws that were in effect as of June 12, 2012 and were filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2012 (the “Bylaw Restoration Proposal”) to restore the Bylaws to their current form if the Board attempts to amend them in any manner prior to the completion of Focused Compounding’s proxy solicitation;