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 22, 2023

 

ALTO INGREDIENTS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		000-21467		41-2170618
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1300 South Second Street Pekin, Illinois		61554
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (916) 403-2123

 

(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):

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       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
Common Stock, $0.001 par value		ALTO		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

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 o

 

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. o The 2023 Annual Meeting of Stockholders (“Annual Meeting”) of Alto Ingredients, Inc. (the “Company”) was held on June 22, 2023. The following proposals were approved at the Annual Meeting by the votes indicated:

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

 

Proposal One: To elect five directors to serve on the Company’s board of directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election were Michael D. Kandris, Maria G. Gray, Douglas L. Kieta, Gilbert E. Nathan and Dianne S. Nury.

 

The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:

 

Name		Total Votes for Director				Total Votes Withheld from Director				Total Broker Non-Votes
Michael D. Kandris			36,734,265				1,001,878				15,616,443
Maria G. Gray			36,785,440				950,703				15,616,443
Douglas L. Kieta			33,519,763				4,216,380				15,616,443
Gilbert E. Nathan			36,465,430				1,270,713				15,616,443
Dianne S. Nury			35,181,727				2,554,416				15,616,443

 

Proposal Two: To approve the 2022 compensation of the Company’s named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“say-on-pay”).

		Total Votes
For			31,475,018
Against			6,076,809
Abstain			184,316
Broker Non-Votes			15,616,443

 

Proposal Three: To approve an amendment to the Company’s 2016 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 8,900,000 shares to 11,400,000 shares.

 

		Total Votes
For			28,316,771
Against			9,337,222
Abstain			82,150
Broker Non-Votes			15,616,443

 

Proposal Four: To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

		Total Votes
For			51,746,796
Against			1,152,716
Abstain			453,074
Broker Non-Votes			N/A

 

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.

 

Date: June 22, 2023	ALTO INGREDIENTS, INC.
	By:	/S/ AUSTE M. GRAHAM
		Auste M. Graham, Vice President, General Counsel & Secretary