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
Date of Report (Date of earliest event reported)
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(State or other jurisdiction of incorporation) |
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| (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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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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 registered |
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.
The 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of the Company was held virtually on June 28, 2023. At the 2023 Annual Meeting, the Company’s shareholders elected Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Jay Stubina to serve as members of the Board until the 2024 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. On June 27, 2023, Daniel Solomita was elected to the Board upon the affirmative vote of the sole holder of the Company’s Series A Preferred Stock, resulting in a total of six directors. In addition, the Company’s shareholders took the following actions at the 2023 Annual Meeting: (i) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending February 29, 2024 was ratified; and (ii) a proposal for advisory approval of the Company’s 2023 executive compensation (the “Say-on-Pay Vote”) was approved.
The proposals below are described in detail in the Company’s definitive proxy statement dated May 18, 2023. The voting results for each proposal were as follows:
Proposal 1: Election of five directors to hold office until the 2024 Annual Meeting of Shareholders:
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| For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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Andrew Lapham |
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| 21,820,131 |
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| 3,470,018 |
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| 10,722 |
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| 5,230,625 |
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Jonghyuk Lee |
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| 25,252,917 |
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| 37,292 |
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| 10,662 |
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| 5,230,625 |
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Louise Sams |
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| 22,215,014 |
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| 3,074,995 |
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| 10,862 |
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| 5,230,625 |
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Laurence Sellyn |
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| 21,780,829 |
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| 3,489,180 |
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| 30,862 |
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| 5,230,625 |
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Jay Stubina |
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| 25,252,796 |
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| 36,466 |
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| 11,609 |
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| 5,230,625 |
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Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024:
For |
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| Against |
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| Abstain |
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| 30,492,814 |
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| 37,898 |
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| 784 |
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Proposal 3: Advisory vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement:
For |
| Against |
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| Abstain |
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| Broker Non-Votes |
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| 25,182,941 |
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| 80,223 |
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| 37,707 |
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| 5,230,625 |
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| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOOP INDUSTRIES, INC. |
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Date: July 3, 2023 | By: | /s/ Fady Mansour |
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| Fady Mansour |
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| Chief Financial Officer |
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Cover |
Jun. 28, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | LOOP INDUSTRIES, INC. |
| Entity Central Index Key | 0001504678 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Jun. 28, 2023 |
| Entity Incorporation State Country Code | NV |
| Entity File Number | 000-54786 |
| Entity Tax Identification Number | 27-2094706 |
| Entity Address Address Line 1 | 480 Fernand-Poitras |
| Entity Address Address Line 2 | Terrebonne |
| Entity Address City Or Town | Quebec |
| Entity Address Country | CA |
| Entity Address Postal Zip Code | J6Y 1Y4 |
| City Area Code | 450 |
| Local Phone Number | 951-8555 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.0001 per share |
| Trading Symbol | LOOP |
| Security Exchange Name | NASDAQ |
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