AgroFresh Solutions, Inc. (NASDAQ:AGFS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
meeting of stockholders (the Annual Meeting) of AgroFresh
Solutions, Inc. (the Company), the stockholders of the Company
approved the First Amendment to the Companys 2015 Incentive
Compensation Plan (the Plan) to, among other things, increase the
number of shares of the Companys common stock reserved for
issuance under the Plan from 2,750,000 to 5,150,000. As a result,
the First Amendment became effective on June 1, 2017.
Exhibit 10.1 and is incorporated into this Item 5.02 by
reference. The foregoing summary is qualified in its entirety by
the complete terms and conditions of the First Amendment to the
Plan. A description of the material terms of the Plan, as amended
by the First Amendment, was included in the Companys definitive
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 25, 2017 (the Proxy Statement).
Change in Fiscal Year.
proposal to amend the Companys Second Amended and Restated
Certificate of Incorporation (the Certificate of Incorporation)
to eliminate the classified board of directors of the Company
(the Board) and to provide instead for the annual election of
directors (the Declassification Amendment), effective at the
Annual Meeting. The Board previously approved the
Declassification Amendment and recommended that it be submitted
to the Companys stockholders for approval.
Meeting following approval of the Declassification Amendment,
each director whose term did not expire at the Annual Meeting
tendered his or her contingent resignation, which became
effective only upon stockholder approval of the Declassification
Amendment. As described in Item 5.07 below, each such director
was thereafter elected to the Board to serve for a one-year term
until the 2018 annual meeting of stockholders.
Incorporation, as filed with the Secretary of State of the State
of Delaware on June 1, 2017, is attached hereto as Exhibit 3.1
and is incorporated into this Item 5.03 by reference.
amendment to the Certificate of Incorporation to declassify the
Board, (2) elected the Companys seven nominees for director for a
one-year term, (3) approved and adopted the First Amendment to
the Plan, (4) ratified the appointment of Deloitte Touche LLP as
the independent registered public accounting firm of the Company
for the fiscal year ending December 31, 2017 and (5) authorized
the Companys board of directors to adjourn and postpone the
Annual Meeting to a later date or dates, if necessary. As
Proposal 1 (to amend the Certificate of Incorporation to
declassify the Board) was approved, Proposal 2 (to elect seven
directors) was submitted to the stockholders and voted upon and
Proposal 3 (to elect one Class II director) was not submitted to
the stockholders. The final voting results for each proposal
submitted to a vote are set forth below:
|
PROPOSAL 1:
|
Approval of an amendment to the Certificate of
Incorporation to declassify the Board. |
|||||
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
39,889,998
|
123,682
|
21,718
|
4,061,057
|
|||
|
PROPOSAL 2:
|
Election of Directors.
|
|||||
|
Name
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|||
|
Robert Campbell
|
37,147,451
|
2,887,947
|
4,061,057
|
|||
|
Nance Dicciani
|
37,264,031
|
2,771,367
|
4,061,057
|
|||
|
Jordi Ferre
|
39,220,063
|
815,335
|
4,061,057
|
|||
|
Gregory Freiwald
|
30,330,564
|
9,704,834
|
4,061,057
|
|||
|
Marc Lasry
|
38,313,241
|
1,722,157
|
4,061,057
|
|||
|
George Lobisser
|
36,807,693
|
3,227,705
|
4,061,057
|
|||
|
Macauley Whiting, Jr.
|
38,013,480
|
2,021,918
|
4,061,057
|
|||
|
PROPOSAL 3:
|
Approval and adoption of the First Amendment to the
Plan. |
|||||
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
39,846,522
|
159,462
|
29,414
|
4,061,057
|
|||
|
PROPOSAL 5:
|
Approval of the ratification of Deloitte Touche LLP as
the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017. |
|||
|
Votes For
|
Votes Against
|
Abstentions
|
||
|
43,815,939
|
75,740
|
204,776
|
||
|
PROPOSAL 6:
|
Approval to authorize the Board of Directors to adjourn
and postpone the Annual Meeting to a later date or dates. |
|||
|
Votes For
|
Votes Against
|
Abstentions
|
||
|
29,126,782
|
14,890,926
|
78,747
|
||
|
Exhibit
Number
|
Exhibit
|
|
|
3.1
|
Certificate of Amendment to the Second Amended and
Restated Certificate of Incorporation. |
|
|
10.1
|
First Amendment to 2015 Incentive Compensation Plan.
|
About AgroFresh Solutions, Inc. (NASDAQ:AGFS)
AgroFresh Solutions, Inc., formerly Boulevard Acquisition Corp., is a developer of agricultural technologies that preserve the freshness and value of fresh produce, including apples, pears, kiwifruit, avocados and bananas, as well as flowers. The Company’s principal product, The SmartFresh Quality System (SmartFresh), regulates the post-harvest ripening effects of ethylene, the naturally occurring plant hormone that triggers ripening in certain fruits and vegetables, through technology. SmartFresh is naturally biodegradable and leaves no detectable residue, which has significant consumer appeal. SmartFresh allows growers and packers to deliver just harvested freshness on a year-round basis. An integral part of the SmartFresh sales process is the AgroFresh Whole Product offering, which is a direct service model that provides customers with on-site applications of SmartFresh at their storage facilities combined with advisory services. The Company operates in approximately 40 countries.
