Current Report Filing (8-k)
July 21 2020 - 4:36PM
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): July 17,
2020
Willamette Valley Vineyards, Inc.
(Exact name of Company as specified in its charter)
Oregon
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0-21522
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93-0981021
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(State or other
jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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8800 Enchanted Way SE
Turner, OR 97392
(Address
of principal executive offices)
(503) 588-9463
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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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,
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WVVI
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NASDAQ
Capital Market
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Series
A Redeemable Preferred Stock
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WVVIP
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NASDAQ
Capital Market
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security
Holders
Annual Meeting of Shareholders
The
2020 Annual Meeting of Shareholders (the “Annual
Meeting”) of Willamette Valley Vineyards, Inc. (the
“Company”) was held virtually on July 17, 2020 from
Turner, Oregon. A total of 3,500,420 shares of Common Stock,
representing approximately 70.5% of the shares outstanding and
eligible to vote and constituting a quorum, were represented in
person or by valid proxies at the Annual Meeting. The final results
for each of the matters submitted to a vote of shareholders at the
Annual Meeting are as follows:
Proposal 1 –
Election of Directors:
All of
the nominees for director were elected to serve until the
Company’s Annual Meeting in the indicated years with the
respective votes set forth opposite their names:
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Year
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Votes Cast For
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Votes Witheld
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Term
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% of
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% of
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Nominees for Director
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Ends
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Number
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Votes Cast
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Number
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Votes Cast
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James W. Bernau
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2023
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1,373,483
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79.27%
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359,096
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20.73%
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Sean M. Cary
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2023
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1,366,538
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78.87%
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366,041
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21.13%
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Proposal 2 –
Ratification of Appointment of Independent
Auditors:
The
shareholders ratified the appointment of Moss Adams LLP as
independent auditors for the 2020 fiscal year by the votes set
forth in the following table:
Votes Cast For
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Votes Cast Against
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Abstain
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% of
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% of
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% of
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Broker
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Number
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Votes Cast
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Number
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Votes Cast
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Number
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Votes Cast
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Non-Votes
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3,225,708
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92.15%
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223,593
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6.39%
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51,119
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1.46%
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NA
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Proposal 3–Advisory (Non-Binding) Approval of Company’s
Executive Compensation:
The
Company’s shareholders approved, on an advisory basis, the
compensation of the Company’s named executive officers, as
disclosed in the Company’s Proxy Statement, by the votes set
forth in the following table:
Votes Cast For
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Votes Cast Against
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Abstain
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% of
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% of
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% of
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Broker
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Number
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Votes Cast
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Number
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Votes Cast
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Number
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Votes Cast
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Non-Votes
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1,383,247
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79.84%
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253,105
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14.61%
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96,227
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5.56%
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1,767,841
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Proposal 4–Advisory (Non-Binding) Approval on the Frequency
of Advisory Votes on the Company’s Executive
Compensation:
The
Company’s shareholders approved, on an advisory basis, a
three year frequency period, as disclosed in the Company’s
Proxy Statement, by the votes set forth in the following
table:
Votes Cast For 1 Year
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Votes Cast For 2 Years
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Votes Cast For 3 Years
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% of
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% of
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% of
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Number
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Votes Cast
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Number
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Votes Cast
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Number
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Votes Cast
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Abstain
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720,089
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42.35%
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76,069
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4.47%
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904,347
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53.19%
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32,074
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Based on the recommendation of the Company’s board of
directors in the Company’s 2020 proxy statement and the
voting results with respect to the advisory vote on the frequency
of future advisory votes on executive compensation, the Company has
adopted a policy to hold an advisory vote on executive compensation
every three years.
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.
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WILLAMETTE
VALLEY VINEYARDS, INC.
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Date:
July 21, 2020
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By:
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/s/ JAMES
W. BERNAU
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James
W. Bernau
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President
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