Current Report Filing (8-k)
August 02 2019 - 2:21PM
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
July 30, 2019
Date of Report (Date of earliest event reported)
iFresh Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38013
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82-066764
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2-39 54th Avenue
Long Island City, NY 11101
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number, including
area code:
(718) 628-6200
N/A
(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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☐
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Written communications pursuant
to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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Common Stock, par value $0.0001
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IFMK
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Nasdaq Capital Market
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Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
July 1
, 2019, Mei Deng tendered her resignation as Vice President of Human Resources
of iFresh Inc. (the “Company”), effective
July 1
, 2019. Ms. Deng’s
resignation was not the result of any disagreement with the Company’s operations, policies or procedures.
The
resignation was approved by the Board of Directors of the Company on
August 1
, 2019. The
Company has decided that the position is not necessary and does not expect to appoint successor to this position.
Item 5.07.
Submission of Matters to a Vote
of Security Holders
On July 30, 2019, the Company held its Annual
Meeting of Stockholders (the
“
Meeting
”
). Set forth below are the proposals voted upon
at the Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities
and Exchange Commission on July 8, 2019, and the final voting tabulation reported by the Company’s inspector of elections.
The Company’s Board of Directors fixed
the close of business on June 11, 2019 as the record date for identifying those stockholders entitled to notice of, and to vote
at, the Meeting. A total of 18,351,497 shares of the Company’s common stock were entitled to vote at the Meeting. A
quorum of the stockholders was present in person or represented by proxy at the Meeting. The final voting results for each of the
proposals were as follows:
Proposal 1.
Each of the five
nominees for director was elected
based on the following votes
:
Name
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For
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Withheld
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Broker
Non-Votes
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Long Deng
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10,797,473
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602,767
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2,342,130
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Lilly Deng
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10,797,523
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602,717
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2,342,130
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Harvey Leibowitz
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10,797,857
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602,383
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2,342,130
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Mark Fang
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10,797,625
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602,615
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2,342,130
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Jay Walder
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10,797,907
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602,333
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2,342,130
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Stockholders elected all of the Company’s
nominees for director for one-year terms expiring on the next annual meeting of stockholders.
Proposal 2.
Stockholders ratified
the appointment of Friedman LLP to serve as the Company’s independent registered public accounting firm for the fiscal year
ended March 31, 2019 based on the following votes:
For
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Against
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Abstain
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12,615,799
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1,126,543
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28
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Proposal 3.
Stockholders approved,
by a non-binding vote, the Company’s executive compensation based on the following votes:
For
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Against
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Abstain
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Broker
Non-Votes
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10,796,791
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602,689
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760
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2,342,130
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Proposal 4.
Stockholders approved,
by a non-binding vote, the frequency of future Stockholder advisory votes relating to the Company’s executive compensation
based on the following votes:
1 Year
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2 Years
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3 Years
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Abstain
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10,657,108
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9,163
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733,369
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600
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Proposal 5.
Stockholders approved
the Company’s 2019 Equity Incentive Plan based on the following votes:
For
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Against
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Abstain
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Broker
Non-Votes
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10,774,909
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625,141
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190
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2,342,130
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
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.
Dated: August 2, 2019
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iFRESH, INC.
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By:
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/s/
Long Deng
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Name:
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Long Deng
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Title:
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Chairman and Chief Executive Officer
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