Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

(Exact name of registrant as specified in its charter)

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833 West South Boulder Road Louisville, Colorado		80027
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 222-3600

(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:

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. ☐

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As described under Item 5.07 below, Gaia, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) on May 20, 2024. At the Annual Meeting, upon the recommendation of the board of directors of the Company, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to prevent the Company from transferring more than 20% of its assets or 20% of its outstanding shares within a consecutive 3 year period without prior approval of shareholders representing a majority of votes of the shares of Class A common stock and of Class B common stock, acting together as one class (the “Articles Amendment”).

To effectuate the Articles Amendment, on May 20, 2024, the Company filed with the Secretary of State of Colorado the Articles of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

At the Annual Meeting, the shareholders of the Company voted on two proposals as described below.

 

 

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
James Colquhoun	59,700,346	2,819,667	–
Kristin Frank	59,608,600	2,911,413	–
Keyur Patel	59,671,829	2,848,184	–
Jirka Rysavy	59,638,080	2,881,933	–
Paul Sutherland	59,272,500	3,247,513	–
Anaal Udaybabu	59,671,834	2,848,179	–

 

 

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.

 

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