UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2025, at an annual meeting of stockholders (the “Annual Meeting”) of Edible Garden AG Incorporated (the “Company”), the stockholders of the Company approved the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) to: (i) increase the number of shares of common stock, par value $0.0001 per share (“common stock”), reserved for issuance thereunder by 1,000,000 shares; (ii) provide that non-employee directors and officers of the Company and its affiliates (collectively referred to herein as “Members of Management”) are ineligible to receive new awards under the 2022 Plan; (iii) add an “evergreen” provision that will allow for an annual increase in the number of shares available for issuance under the 2022 Plan to be added on the first day of each calendar year starting January 1, 2026 and ending on January 1, 2035 in an amount up to 5% of the total number of shares of common stock outstanding on December 31 of the prior calendar year; and (iv) extend the term of the 2022 Plan until September 24, 2035.
Also, on September 24, 2025, at the Annual Meeting, the stockholders of the Company approved the Company’s 2025 Officer and Director Equity Incentive Plan (the “2025 Plan”). The 2025 Plan differs from the A&R 2022 Plan in the following ways:
| · | Only Members of Management are eligible to receive awards under the 2025 Plan; |
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| · | on and after September 25, 2025, the Board of Directors of the Company (the “Board”) will have all the powers otherwise vested in the Compensation Committee of the Board under the 2025 Plan instead of the 2022 Plan in respect of awards granted to non-employee directors; and |
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| · | the prior annual limitation on non-employee director awards is now in the 2025 Plan instead of 2022 Plan, but the limit has not changed. |
A description of the principal features of the 2022 Plan and the 2025 Plan, including the terms and conditions thereof and the awards that may be granted thereunder, is included in the Company’s proxy statement, filed with the Securities and Exchange Commission on August 8, 2025, under "Proposal Three: Approval of the Company’s Amended and Restated 2022 Equity Incentive Plan” and “Proposal Four: Approval of the Company’s 2025 Officer and Director Equity Incentive Plan,” respectively.
The foregoing description of the 2022 Plan and 2025 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan and 2025 Plan attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the proposals set forth below were submitted to the Company’s stockholders. The number of shares of common stock entitled to vote at the Annual Meeting was 3,487,238. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,672,976. The voting results for the proposals are as follows:
| 1. | The Company’s stockholders elected four directors, each for a one-year term and until their successors have been duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below. |
DIRECTOR NOMINEE |
| FOR | WITHHELD | BROKER NON-VOTES | ||
James E. Kras |
| 514,456 |
| 49,300 |
| 1,109,220 |
Pamela DonAroma |
| 502,543 |
| 61,213 |
| 1,109,220 |
Mathew McConnell |
| 502,738 |
| 61,018 |
| 1,109,220 |
Ryan Rogers |
| 510,634 |
| 53,122 |
| 1,109,220 |
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| 2. | The Company’s stockholders ratified the selection of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The number of shares that voted for, against and abstained from voting for the ratification of the selection of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 is summarized in the table below. |
FOR | AGAINST | ABSTAIN | ||
1,382,735 |
| 281,425 |
| 8,816 |
| 3. | The Company’s stockholders approved the 2022 Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the 2022 Plan, as well as the number of shares representing broker non-votes with respect to such proposal. |
FOR | AGAINST | ABSTAIN |
| BROKER NON-VOTES | ||
488,623 |
| 70,156 |
| 4,977 |
| 1,109,220 |
| 4. | The Company’s stockholders approved the 2025 Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the 2025 Plan, as well as the number of shares representing broker non-votes with respect to such proposal. |
FOR | AGAINST | ABSTAIN |
| BROKER NON-VOTES | ||
485,269 |
| 73,388 |
| 5,099 |
| 1,109,220 |
| 5. | The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its outstanding common stock in a range of not less than one-for-five shares but not more than one-for-twenty-five shares, at the discretion of the Board. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below. |
FOR | AGAINST | ABSTAIN | ||
1,298,820 |
| 365,873 |
| 8,283 |
| 6. | The Company’s stockholders approved a proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One, Proposal Two, Proposal Three, Proposal Four and/or Proposal Five (the “Non-Adjournment Proposals”), if there were not sufficient votes at the time of the Annual Meeting to adopt any of the Non-Adjournment Proposals or to establish a quorum. The number of shares that voted for, against and abstained from voting for this proposal is summarized in the table below. |
FOR | AGAINST | ABSTAIN | ||
1,226,390 |
| 409,603 |
| 36,983 |
Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Because the Non-Adjournment Proposals were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Edible Garden AG Incorporated Amended and Restated 2022 Equity Incentive Plan. | |
| Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| EDIBLE GARDEN AG INCORPORATED | ||
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Date: September 25, 2025 | /s/ James E. Kras | ||
| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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