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 9, 2022
Sovos Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-40837 | 81-5119352 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
168 Centennial Parkway, Suite 200 | 80027 | |
(Address of principal executive offices) | (Zip Code) |
(720) 316-1225
(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:
☐ | 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(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which |
Common Stock, $0.001 par value | SOVO | The Nasdaq Stock Market LLC |
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.
Sovos Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2022 in virtual format only, via the internet, with no physical in-person meeting. At the Annual Meeting, stockholders present in person, including by means of remote communication, or represented by proxy voted on the matters described below. The final voting results of the matters submitted to a vote of the stockholders were as follows:
Proposal 1: Election of three Class 1 Directors to serve until the 2025 Annual Meeting or until their successors are duly elected and qualified:
For | Withheld | Broker Non-Votes | ||||
Todd R. Lachman | 83,045,982 | 7,371,684 | 3,957,086 | |||
Neha U. Mathur | 82,282,637 | 8,135,029 | 3,957,086 | |||
Valarie L. Sheppard | 87,122,220 | 3,295,446 | 3,957,086 |
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
For | Against | Abstain | ||||
94,367,077 | 3,379 | 4,296 |
Item 8.01 Other Events.
At a meeting of the Board of Directors following the Annual Meeting, the Board of Directors ratified the appointment of the directors indicated below to serve on the respective committees of the Board of Directors:
Audit Committee
William R. Johnson
David W. Roberts
Valarie L. Sheppard (Chair)
Compensation Committee
William R. Johnson
Jefferson M. Case (Chair)
David W. Roberts
Vijayanthimala (Mala) Singh
Nominating & Corporate Governance Committee
Neha U. Mathur
David W. Roberts (Chair)
Vijayanthimala (Mala) Singh