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, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (606 ) 653-6100
(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 obligations 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 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
On June 9, 2023, AppHarvest, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). There were 97,708,814 shares of common stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 63% of the shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2023.
Proposal 1 – Election of Directors
Jonathan Webb, Anthony Martin, Kiran Bhatraju, Greg Couch, Hollie P. Harris, David Lee, R. Geof Rochester, Martha Stewart and J. Kevin Willis were each elected to serve as a member of the Company’s Board of Directors (the “Board”) until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected or qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Jonathan Webb | 46,921,116 | 8,864,672 | 41,923,026 | |||||||||||||||||
| Anthony Martin | 43,952,345 | 11,833,443 | 41,923,026 | |||||||||||||||||
| Kiran Bhatraju | 46,147,088 | 9,638,700 | 41,923,026 | |||||||||||||||||
| Greg Couch | 36,404,508 | 19,381,280 | 41,923,026 | |||||||||||||||||
| Hollie P. Harris | 53,598,358 | 2,187,430 | 41,923,026 | |||||||||||||||||
| David Lee | 43,815,976 | 11,969,812 | 41,923,026 | |||||||||||||||||
| R. Geof Rochester | 42,959,837 | 12,825,951 | 41,923,026 | |||||||||||||||||
| Martha Stewart | 53,547,224 | 2,238,564 | 41,923,026 | |||||||||||||||||
| J. Kevin Willis | 40,910,551 | 14,875,237 | 41,923,026 | |||||||||||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the following votes:
| Votes For | Votes Against | Votes Abstain | ||||||||||||
| 95,749,358 | 1,418,988 | 540,468 | ||||||||||||
Proposal 3 – Non-Binding Advisory Vote on Executive Compensation
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||||||||
| 50,878,961 | 4,376,602 | 530,225 | 41,923,026 | |||||||||||||||||
Proposal 4 – Reverse Stock Split Proposal
The stockholders approved a series of alternate amendments to the Company’s Certificate of Incorporation to effect, at the option of the Board, a reverse stock split of the Company’s common stock, at a ratio ranging from one-for-ten (1:10) to one-for-twenty (1:20), inclusive by the following votes:
| Votes For | Votes Against | Votes Abstain | ||||||||||||
| 89,805,724 | 7,186,956 | 716,134 | ||||||||||||
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.
| AppHarvest, Inc. | ||||||||
| Dated: June 13, 2023 | ||||||||
| By: | /s/ Loren Eggleton | |||||||
| Loren Eggleton | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||