REEDS INC 8-K 2017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2017 (September 29, 2017)
(Exact name of registrant as specified in its charter)
1300 South Spring Street, Los Angeles, California 90061
(Address of principal executive offices and zip code)
(Former name or former address if changed since last report)
Registrant’s telephone number, including area code: (310) 217-9400
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:
On October 4, 2017, Reed’s Inc., a Delaware corporation (the “Company” or “Reed’s”), entered into an at-will employment agreement with Mr. Stefan Freeman for his service as the Chief Operating Officer of Reed’s, effective immediately and continuing thereafter unless terminated by either the Company or the executive officer with or without notice, and with or without cause, pursuant to the terms of the agreement.
Pursuant to the agreement, Mr. Freeman will receive a base salary at the initial rate of $225,000 per year, subject to annual review for increase. Mr. Freeman will also receive a performance based cash bonus structure and equity comprised of stock options and/or restricted stock grants to be granted from the Company’s 2017 Incentive Compensation Plan, recently approved by the Company’s shareholders. Mr. Freeman is also eligible to participate in the Company’s other benefit plans. The agreement provides for full acceleration of equity grants triggered by a “change of control”, as defined in the agreement and contains confidentiality, invention assignment and non-solicitation covenants.
The foregoing description of the agreement does not purport to be complete and is qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
At the Company’s September 29, 2017 Annual Meeting of Shareholders, the Company’s shareholders elected all of the board of director’s nominees.
In addition, the shareholders adopted and approved the 2017 Incentive Compensation Plan, approved the amendment to the Certificate of Incorporation increasing the number of authorized common shares, approved the issuance of securities in one or more non-public offerings at a discount to market price, approved a change of control that could result from the non-public offering, approved amendment of the bylaws to provide for the expansion of the board of directors and ratified the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2018. A proposal to amend the Certificate of Incorporation to increase the number of blank check preferred shares did not pass. The Company’s shareholders rejected an individual shareholder proxy access proposal.
Of the 15,164,311 shares of common stock outstanding on the record date of August 18, 2017, a total of 13,979,918 shares were voted in person or by proxy, representing 92.2% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:
1. Election of Directors
2. To approve 2017 Incentive Compensation Plan
3. Amend Certificate of Incorporation to increase authorized common stock from 19,500,000 to 40,000,000
4. Amend Certificate of Incorporation to increase authorized preferred stock from 500,000 to 2,500,000
5. Approve issuance of securities in a non-public offering.
6. Approve change of control the could result from a non-public offering
7. Amend by-laws to set maximum number of board member at nine.
8. Proposal to ratify the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2015 &2016.
9. Stockholder proposal
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.