rmcf20150219_8k.htm

 

 

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): February 19, 2015

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

(Exact name of registrant as specified in charter)

 

 

Colorado

0-14749

84-0910696

(State or other jurisdiction

(Commission

(IRS Employer

  of incorporation)   File Number)   Identification No.)

 

 

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

 

Registrant's telephone number, including area code: (970) 259-0554

 

 

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))

 

 

 
 
 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

On February 19, 2015, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at the DoubleTree Hotel, 501 Camino Del Rio, Durango, Colorado 81301. At the close of business on December 26, 2014, the record date for the Annual Meeting, there were a total of 6,101,858 shares of Common Stock, par value $0.03 per share (the “Common Stock”), of the Company outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 5,579,626 shares, or 91.4% of the outstanding shares of Common Stock entitled to vote, were represented by proxy or in person and, therefore, a quorum was present at the Annual Meeting. Each of the proposals were approved, and each of the director nominees were elected, by the vote of the shareholders at the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting were as follows:

 

Proposal 1 — Approval of the Reorganization Proposal, including the Agreement and Plan of Merger, dated as of November 10, 2014, among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, Rocky Mountain Chocolate Factory, Inc., a Delaware corporation, and RKB Merger Corp.

 

 

 

Votes For

    

Votes Against

    

Abstentions

    

Broker Non-Votes

  
  3,182,855     1,007,304     34,112     1,355,355  

 

The Reorganization Proposal was approved by 52.2% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting. In addition, of the votes present in person or by proxy at the Annual Meeting and entitled to vote on the proposal, 75.3% voted in favor of the Reorganization Proposal.

 

Proposal 2 — Election of directors.

 

   

Votes For

    

Votes Withheld

    

Broker Non-Votes

  

Franklin E. Crail

   4,039,891     184,380     1,355,355  

Lee N. Mortenson

   3,827,773     396,498     1,355,355  

Bryan J. Merryman

   4,002,599     221,672     1,355,355  

Gerald A. Kien

   3,875,421     348,850     1,355,355  

Clyde Wm. Engle

   3,824,713     399,558     1,355,355  

Scott G. Capdevielle

   3,879,636     344,635     1,355,355  

 

Proposal 3 — Ratification of the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2015.

 

 

Votes For

    

Votes Against

    

Abstentions

  
  5,426,819     120,724     32,083  

 

Proposal 4 — Advisory vote to approve the compensation of the Company’s named executive officers.

 

 

Votes For

    

Votes Against

    

Abstentions

    

Broker Non-Votes

  
  3,915,622     252,572     56,077     1,355,355  

 

 
 
 

 

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.

 

 

  ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.  
       
       

Date: February 20, 2015

By:

/s/ Bryan J. Merryman

  
   

Bryan J. Merryman, Chief Operating Officer,

 
   

Chief Financial Officer, Treasurer and Director