UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 9, 2014
Date of Report (Date of earliest event reported)
S&W SEED COMPANY
(Exact Name of Company as Specified in Its Charter)
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25552 South Butte Avenue
Five Points, CA 93624
(Address of Principal Executive Offices Including Zip Code)
(559) 884-2535
(Company'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:
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2014 Annual Meeting of the Stockholders of S&W Seed Company (the "Company") was held on December 9, 2014 at the Hotel Solamar in San Diego, California. Of the 11,683,801 shares of the Company's common stock entitled to vote at the meeting, 8,728,714 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
Proposal No. 1 - Election of Directors
The Company's stockholders elected eight directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. Each of the directors received the affirmative vote of the majority of the votes cast with respect to his or her election. The votes regarding the election of directors were as follows:
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Nominee |
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For |
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Against |
Abstain |
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Glen D. Bornt |
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5,108,165 |
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195,764 |
268,716 |
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Michael M. Fleming |
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5,040,709 |
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263,399 |
268,837 |
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Mark S. Grewal |
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5,211,491 |
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118,349 |
243,105 |
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Mark J. Harvey |
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5,186,858 |
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117,728 |
268,359 |
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Charles B. Seidler |
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5,191,363 |
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135,223 |
246,359 |
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William S. Smith |
5,188,028 |
116,058 |
268,859 |
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Grover T. Wickersham |
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4,304,748 |
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1,023,554 |
244,643 |
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Mark Wong |
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5,185,611 |
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119,437 |
267,897 |
Proposal No. 2 - Ratification of the Appointment of M&K CPAS, PLLC for Fiscal 2015
Proposal No. 2, to ratify the appointment of M&K CPAS, PLLC as the Company's independent registered public accounting firm was approved with an affirmative vote of the majority of the shares present, represented and entitled to vote on the proposal. The results were as follows:
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For |
Against |
Abstain |
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8,333,988 |
128,684 |
266,042 |
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Proposal No. 3 - Approval of, on an advisory basis, the compensation of the Company's Named Executive Officers
Proposal No. 3, to approve, on an advisory basis, the compensation of the Company's Named Executive Officers was approved with an affirmative vote of the majority of the shares present, represented and entitled to vote on the proposal. The results were as follows:
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For |
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Against |
Abstain |
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5,037,957 |
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262,848 |
272,140 |
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Item 8.01. Other Events.
Effective December 9, 2014, Grover T. Wickersham retired as Chairman of the Company's Board of Directors. Mr. Wickersham will continue to serve as a member of the Board and as its Vice Chairman. In conjunction with Mr. Wickersham's retirement as Chairman, the Board appointed Mark J. Harvey, a current Board member and the former Vice Chairman, as Chairman of the Board effective December 9, 2014.
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 thereunto duly authorized.
| S&W SEED COMPANY |
| By: /s/ Matthew K. Szot |
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| Matthew K. Szot | |
| Executive Vice President of Finance and Administration and Chief Financial Officer |
Date: December 15, 2014