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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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) | |
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| (Title of Each Class) | (Trading Symbol) | (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 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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.
On June 23, 2022, Eastside held its Annual Meeting of Stockholders (the “Meeting”). The total number of shares of Eastside’s common stock voted in person or by proxy at the Meeting was 9,547,887, representing approximately 59.33% of the 16,092,275 shares outstanding and entitled to vote at the Meeting. The following matters were submitted to a vote of the shareholders, the results of which were as follows:
1. Election of Directors.
The following persons were elected as directors of Eastside by the votes cast as follows:
| Nominee | Votes For | Votes Against | Votes Withheld | Broker Non-Votes | ||||||||||||
| Eric Finnsson | 4,140,397 | 276,900 | 87,957 | 5,042,633 | ||||||||||||
| Joseph Giansante | 4,050,683 | 360,288 | 94,283 | 5,042,633 | ||||||||||||
| Robert Grammen | 4,183,593 | 304,535 | 17,126 | 5,042,633 | ||||||||||||
| Stephanie Kilkenny | 3,720,789 | 316,279 | 468,186 | 5,042,633 | ||||||||||||
| Elizabeth Levy-Navarro | 4,115,781 | 382,552 | 6,921 | 5,042,633 | ||||||||||||
2. Approval of Executive Compensation.
Advisory approval of the compensation of Eastside’s named executive officers passed with the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 4,101,731 | 354,761 | 48,762 | 5,042,633 | |||||||||||
3. Ratification of M&K CPAS, PLLC.
The proposal to ratify the appointment of M&K CPAS, PLLC as Eastside’s independent registered public accounting firm for fiscal year 2022 was approved per the votes cast as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 9,391,203 | 145,427 | 11,257 | ||||||||
4. Approval of the Warrant Approval Proposal
The terms and issuance of common stock purchase warrants to purchase up to 900,000 shares of the Company’s common stock at an initial exercise price equal to $3.00 per share were approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 4,306,996 | 179,817 | 18,441 | 5,042,633 | |||||||||||
5. Authorization to adjourn the Annual Meeting
The proxy holders were authorized to adjourn the Annual Meeting, if necessary, by the following vote:
| Votes For | Votes Against | Abstentions | ||||||||
| 9,091,604 | 245,803 | 210,480 | ||||||||
An adjournment was not required.
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.
Date: June 24, 2022
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Amy Brassard | |
| Amy Brassard | ||
| Corporate Secretary | ||
Cover |
Jun. 23, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 23, 2022 |
| Entity File Number | 001-38182 |
| Entity Registrant Name | EASTSIDE DISTILLING, INC. |
| Entity Central Index Key | 0001534708 |
| Entity Tax Identification Number | 20-3937596 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 2321 NE Argyle Street |
| Entity Address, Address Line Two | Unit D |
| Entity Address, City or Town | Portland |
| Entity Address, State or Province | OR |
| Entity Address, Postal Zip Code | 97211 |
| City Area Code | (971) |
| Local Phone Number | 888-4264 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Trading Symbol | EAST |
| Security Exchange Name | NASDAQ |
| Title of 12(g) Security | Common Stock, $0.0001 par value |
| Entity Emerging Growth Company | false |
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