UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Tattooed Chef, Inc., a Delaware corporation (“Tattooed Chef” or the “Company”), held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 53,137,195 of Tattooed Chef’s issued and outstanding shares of common stock held of record as of April 4, 2021, the record date for the Annual Meeting, were present either in person or by proxy, which constituted a quorum. Tattooed Chef’s stockholders voted on the following proposals at the Annual Meeting, each of which was approved and described in more detail in Tattooed Chef’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022. The final vote tabulation for each proposal is set forth below.
| 1. | Election of Directors. To elect three Class II directors to the Company’s board of directors (the “Board”) to hold office with terms to expire at the 2025 Annual Meeting of Stockholders. The final voting tabulation for this proposal was as follows: |
| Nominee | Votes For | Abstain | Broker Non-Votes | |||
| Jennifer Fellner | 36,917,926 | 1,042,685 | 15,176,584 | |||
| Edward Gelfand | 36,250,737 | 1,709,874 | 15,176,584 | |||
| Daniel Williamson | 36,166,168 | 1,794,443 | 15,176,584 |
Based on the votes set forth above, each of the director nominees was duly elected.
| 2. | Ratification of the Company’s Independent Registered Public Accounting Firm. To ratify the appointment of Deloitte & Touche, LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstain | ||
| 52,641,882 | 295,448 | 199,865 |
Based on the votes set forth above, the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was duly ratified.
| 3. | Say-on-Pay. To provide an advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item 402 of Regulation S-K. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 37,649,313 | 260,289 | 51,009 | 15,176,584 |
Based on the votes set forth above, the resolution approving executive compensation passed.
| 4. | Say-on-Frequency. To provide an advisory (non-binding) vote determining the frequency of future stockholder votes on executive compensation. The final voting tabulation for this proposal was as follows: |
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes | ||||
| 33,930,250 | 707,956 | 3,038,574 | 283,831 | 15,176,584 |
Based on the votes set forth above, the vote determining the frequency of future stockholder advisory votes on executive compensation was approved to take place every three years.
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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.
| Tattooed Chef, Inc. | |||
| By: | /s/ Salvatore Galletti | ||
| Dated: June 3, 2022 | Name: | Salvatore Galletti | |
| Title: | Chief Executive Officer and Chairman of the Board | ||
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