Two Rivers Water & Farming Company (OTCMKTS:TURV) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
The 2018 Annual Meeting of Stockholders was held on November 27, 2018. The stockholders: (1) elected all of the Company’s nominees as directors; (2) ratified the appointment of M&K CPAs, PLLC as the Company’s independent registered public accounting firm, and (3) approved the non-binding, advisory resolution on executive compensation. The record date was September 28, 2018 with 34,847,967 shares outstanding. Total shares voted were 25,718,396, which included 22,167,673 broker non-votes. Therefore a quorum was reached to hold a proper shareholder meeting.
PROPOSALS:
Proposal 1: Election of Directors
The following directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified: Wayne Harding, Samuel Morris, Michael Harnish, James Cochran, T. Keith Wiggins and Christopher Bragg.
Voting results:
| Name | FOR | WITHHELD |
| MICHAEL W. HARNISH | 3,156,356 | 1,044,367 |
| WAYNE E. HARDING III | 3,193,766 | 1,006,957 |
| SAMUEL MORRIS | 3,157,056 | 1,043,667 |
| JAMES COCHRAN | 3,162,936 | 1,037,787 |
| T. KEITH WIGGINS | 3,154,256 | 1,046,467 |
| CHRISTOPHER BRAGG | 3,146,236 | 1,054,487 |
Results: The Board represented by the ballot was re-elected. However, the following board members re-affirmed their resignation previously submitted to this election and will not serve:
Michael Harnish
Samuel Morris
James Cochran
T. Keith Wiggins
Christopher Bragg
Therefore, presently the only board member is Wayne Harding. The Company plans to appoint additional directors in the near future to serve until the next shareholder meeting.
Proposal 2: To ratify appointment of auditors, M&K CPAs, PLLC
Voting results:
| FOR | AGAINST | ABSTAIN |
| 25,074,939 | 732,871 | 560,586 |
Results: Passed
Proposal 3: Approval, on an advisory basis, the compensation of Wayne Harding, as disclosed to Item 402 of Regulation S-K and in the December 31, 2017 Form 10K under “Executive Compensation”.
Voting results:
| FOR | AGAINST | ABSTAIN |
BROKER NON-VOTES |
| 2,701,779 | 1,071,607 | 427,337 | 12,923,521 |
Results: Approval
After the voting and announcement of voting results, the Company’s CEO, Wayne Harding, gave a brief update. This update covered:
| a. | Company has drastically reduced general and administrative cost |
| b. | Company needs to obtain capital and revenue |
| 1. | Best would be a strategic partnership to expand our hemp production and invest in our water assets |
| 2. | The Company has some potential sources of debt financing as an alternative or to use in conjunction with a strategic partnership |
| ii. | Revenue – the Company needs to create stable and reoccurring sources of revenue, which potentially can be derived from: |
| 1. | Hemp expansion – either crop share or actual production. Best opportunity would be to become vertically integrated. |
| 2. | Water repairs and improvements |
| a. | Leasing of water and water storage |
| b. | Sale of water – Metro District opportunity |
About Two Rivers Water & Farming Company (OTCMKTS:TURV)
Two Rivers Water & Farming Company acquires and develops irrigated farmland and associated water rights and infrastructure. The Company converts irrigated farmland from traditional use to grow marginally profitable feed crops to use for growing fruit and vegetable crops. The Company’s segments include Farms and Water. The Company’s crop production consisted of cabbage, pumpkins and squash grown for human consumption, as well as feed crops, such as alfalfa, corn, oats and sorghum, planted as part of its crop rotation practice. The Company’s business model integrates irrigated farming and water distribution in a manner developed for semi-arid regions in the southwestern United States. The Company’s area of focus is the Arkansas River Basin, on the southern Front Range in Colorado.
