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 13, 2024

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-19709		65-0159115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14921 Chestnut St., Westminster, California		92683
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 400-2863

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 (17CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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	BLGO	OTCQB

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

BioLargo, Inc. (the “Company”) held its 2024 annual stockholder meeting on June 13, 2024. The following proposals were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:

A proposal to elect the following seven individuals to the Company’s Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray;

A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers;

A proposal to ratify the appointment of Hacker Johnson & Smith PA as the Company's independent registered public accounting firm for the year ending December 31, 2024; and

A proposal to adopt the 2024 Equity Incentive Plan.

A quorum was present in person or by proxy. There were no director nominees other than as set forth above. Each director was elected to the Company’s Board of Directors, and each of proposals 2, 3 and 4 were approved, in accordance with Delaware law and the Company’s bylaws. The voting results are as follows:

Proposal One	Votes For	Votes Withheld	Broker Non-Vote
Dennis P. Calvert	95,973,191	2,531,303	75,196,191
Kenneth R. Code	97,016,500	1,487,994	75,196,191
Dennis E. Marshall	96,713,705	1,790,789	75,196,191
Joseph L. Provenzano	96,906,120	1,598,374	75,196,191
Jack B. Strommen	96,916,500	1,587,994	75,196,191
Linda Park	96,928,400	1,576,094	75,196,191
Christina Bray	96,800,400	1,704,094	75,196,191

Proposals 2 - 4	Votes For	Votes Against	Votes Abstain	Broker Non-Vote	Percentage "for"
2	94,165,357	3,453,224	885,913	75,196,191	96.5%
3	170,877,497	1,891,556	931,632	-	98.9%
4	170,877,497	1,891,556	931,632	-	98.9%

For the proposals to approve, on an advisory basis, the compensation of the Company’s named executive officers, prior year votes are as follows:

Year	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
2020	72,180,828	2,950,599	1,752,675	47,142,003
2021	87,066,389	3,646,737	2,462,756	43,453,003
2022	84,305,241	9,841,157	2,175,747	57,328,090
2023	76,470,107	5,477,240	2,816,330	74,462,248

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Date: June 20, 2024	BIOLARGO, INC.

	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

Document And Entity Information	Jun. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	BioLargo, Inc.
Document, Type	8-K
Document, Period End Date	Jun. 13, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-19709
Entity, Tax Identification Number	65-0159115
Entity, Address, Address Line One	14921 Chestnut St.
Entity, Address, City or Town	Westminster
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92683
City Area Code	888
Local Phone Number	400-2863
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLGO
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000880242