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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): March 11, 2025 (March 5, 2025)
 
 
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-35608
  
45-5034161
(State or other jurisdiction
of incorporation)
  
(Commission
File No.)
  
(IRS Employer
Identification No.)
 
12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
 
(303) 986-4600
(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:
 
☐
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 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
Name of each exchange on which registered
Common Stock, $0.001 par value
NGVC
New York Stock Exchange
 
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. ☐
 
 


--09-30
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On Wednesday, March 5, 2025, at 1:00 PM Mountain Time, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) convened its Annual Meeting of Stockholders via an on-line virtual website (the “Annual Meeting”).
 
As described under Item 5.07 of this Current Report, the Company’s stockholders approved an amendment (“Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by amendments to Delaware law. The Amendment was filed with the office of the Secretary of State of Delaware on March 10, 2025, and became effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
 
Item 5.07         Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting was held virtually on March 5, 2025. A total of 21,233,962 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, constituting 92.6% of the outstanding shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 24, 2025:
 
 
1.
To elect Elizabeth Isely as a Class I director, to serve for a three-year term ending at the Company’s 2028 Annual Meeting of Stockholders (“Proposal No. 1”);
 
 
2.
To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Proposal No. 2”); and
 
 
3.
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by amendments to Delaware law (“Proposal No. 3”).
 
The Company’s stockholders elected the three director nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
 
 
For
Withheld
Broker Non-Votes
Elizabeth Isely
16,110,867
3,920,304
1,202,791
 
The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
 
 
For
Against
Abstain
Appointment of KPMG
21,077,069
145,990
10,903
 
The Company’s stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:
 
 
For
Against
Abstain
Broker Non-Votes
Amendment to the Company’s Amended and Restated Certificate of Incorporation
15,134,935
4,852,508
43,728
1,202,791
 
Item 9.01         Financial Statements and Exhibits.
 
(d)         Exhibits.
 
Exhibit No.
  
Description
3.1
  
     
104
  
Cover Page Interactive Data File (formatted as Inline XBRL).
 
2
 
 
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.
 
Dated: March 11, 2025
 
Natural Grocers by Vitamin Cottage, Inc.
   
 
By:
/s/ Kemper Isely
 
Name:
Kemper Isely
 
Title:
Co-President
 
 
3
EX-3.1 2 ex_788089.htm EXHIBIT 3.1 ex_788089.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

 

Natural Grocers by Vitamin Cottage, Inc., (the “Corporation”) a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

 

 

1.

The name of the Corporation is Natural Grocers by Vitamin Cottage, Inc.

 

 

2.

The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions to amend the Amended and Restated Certificate of Incorporation of the Corporation, in the section noted below, as follows:

 

Section 10.1 of Article 10 is hereby amended and restated in its entirety to read as follows:

 

“Limitation on Director and Officer Liability. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under Section 102(b)(7) the Delaware General Corporation Law as it now exists. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further limits the liability of a director or officer.”

 

 

3.

The foregoing amendment to the Corporation’s Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation’s stockholders in accordance with the provisions of Sections 228 and 242 of the DGCL.

 

 

4.

The foregoing amendment to the Corporation’s Amended and Restated Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

 

The undersigned has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation as of this 10th day of March, 2025.

 

 

 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Kemper Isely

 

 

 Name: Kemper Isely

 

 

 Title: Co-President