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 19, 2019

 
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)

 
California
0-32565
87-0673375
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
 
77380
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (281) 675-2421

(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 (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))

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.  ☐

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
 
RIBT
 
NASDAQ Capital Market

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 19, 2019, the shareholders of RiceBran Technologies (“RBT”) approved an amendment to RBT’s Articles of Incorporation increasing the authorized number of shares of common stock from 50,000,000 to 100,000,000 .

A copy of the Certificate of Amendment to RBT’s Articles of Incorporation, as filed with the Secretary of State of California on June 24, 2019, is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

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

RBT’s Annual Meeting of Shareholders was held on June 19, 2019.  At the Annual Meeting, the shareholders voted on the following proposals and cast their votes as described below.


1.
Election of seven (7) members to the board of directors:


Votes For
Votes Withheld
Broker Non-Votes
Brent R. Rystrom
16,647,975
135,341
8,104,695
Brent Rosenthal
16,317,408
465,908
8,104,695
Beth Bronner
16,328,998
454,318
8,104,695
David I. Chemerow
16,555,302
228,014
8,104,695
Ari Gendason
16,501,048
282,268
8,104,695
David Goldman
16,251,815
531,501
8,104,695
Baruch Halpern
16,449,346
333,970
8,104,695

Each director nominee was elected a director of RBT.


2.
Approval of an amendment to RBT’s articles of incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000:

Votes For
Votes Against
Abstained
Broker Non-Votes
22,814,002
1,798,383
275,621
0

This proposal was approved.


3.
Approval, pursuant to Nasdaq Listing Rule 5635(b), of the potential issuance of shares of common stock to Continental Grain Company:

Votes For
Votes Against
Abstained
Broker Non-Votes
23,162,651
1,467,701
257,653
0

This proposal was approved.


4.
Approval, on a nonbinding advisory basis, of the compensation of RBT’s named executive officers:

Votes For
Votes Against
Abstained
Broker Non-Votes
15,148,027
1,451,769
183,520
8,104,695

This proposal was approved.


5.
Vote, on an advisory basis, on the frequency of holding an advisory vote on compensation of RBT’s named executive officers:

Every 1 Year
Every 2 Years
Every 3 Years
Abstained
Broker Non-Votes
15,780,368
241,677
654,741
106,530
8,104,695

The shareholders of RBT voted for holding an advisory vote on compensation of RBT’s named executive officers once per year.


6.
Ratification of appointment of RSM US LLP as RBT’s independent registered public accounting firm for the year ending December 31, 2018:

Votes For
Votes Against
Abstained
Broker Non-Votes
24,636,895
145,087
106,029
0

This proposal was approved.

Item 9.01
Financial Statements and Exhibits

Exhibit
No.
Description
   
   
Certificate of Amendment to RBT’s Articles of Incorporation, as filed with the Secretary of State of California on June 24, 2019

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.

 
RICEBRAN TECHNOLOGIES
     
Date:  June 24, 2019
By:
/s/ Brent Rystrom
   
   
Brent Rystrom
    Chief Executive Officer
   
(Duly Authorized Officer)


Exhibit 3.1

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
RICEBRAN TECHNOLOGIES

The undersigned, Brent R. Rystrom and Dennis Dykes hereby certify that:

ONE:        Brent R. Rystrom is the duly elected President of RiceBran Technologies and Dennis Dykes is the duly elected Secretary of RiceBran Technologies, a California corporation (“Corporation”).

TWO:        Article Three of the Articles of Incorporation of the Corporation shall be amended to read in full as follows:

ARTICLE THREE

“This Corporation is hereafter authorized to issue two (2) classes of shares of stock designated respectively “Common Stock” and “Preferred Stock.”  The total number of shares of Common Stock that this Corporation is authorized to issue is one hundred million (100,000,000) and the total number of shares of Preferred Stock that this Corporation is authorized to issue is twenty million (20,000,000).

The Preferred Stock may be divided into such number of series as the board of directors may determine.  The board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock.  The board of directors, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.”

THREE:     The foregoing amendment of the Articles of Incorporation has been approved by the board of directors of the Company.

FOUR:       The foregoing amendment of the Articles of Incorporation has been approved by the holders of the requisite number of shares of the corporation in accordance with Sections 902 and 903 of the California Corporations Code.  The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 33,029,652 shares of Common Stock.  The number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares of Common Stock.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:
June 24, 2019


 
Brent R. Rystrom, President
 


 
Dennis Dykes, Secretary