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:

 

September 28, 2017

 

Algodon Wines and Luxury Development Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   0-55209   52-2158952
State of
Incorporation
 

Commission

File Number

 

IRS Employer

Identification No.

 

135 Fifth Ave., 10th Floor

New York, NY 10010

Address of principal executive offices

 

212-739-7650

Telephone number, including

Area code

 

 

Former name or former address if changed since last report

 

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
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

 

Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

See Item 5.07 for information regarding the election of directors at the annual stockholders’ meeting of Algodon Wines & Luxury Development Group, Inc., a Delaware corporation (the “Company” or “Algodon”) held on September 28, 2017.

 

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

 

As noted in the Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on September 19, 2017, Algodon convened its 2017 Annual Stockholder Meeting (the “Meeting”) at the Company’s offices on September 19, 2017 at its offices: 135 Fifth Avenue, 10th Floor, New York, NY, 10010 but adjourned the Meeting due to the absence of a quorum. The Company reconvened the Meeting at 2:00 p.m. Eastern Time on September 28, 2017, at 135 Fifth Avenue, 10th Floor, New York, NY 10010, where a quorum was present.

 

At the Meeting, six proposals were submitted to the stockholders for approval as set forth in the 2017 Proxy Statement as filed with the SEC on September 1, 2017. As of the record date, August 25, 2017, a total of 42,974,812 shares of common stock of the Company were issued and a total of 42,970,401 shares were outstanding and entitled to vote. In addition, a total of 736,672 shares of Series B preferred stock were outstanding, and on an as converted basis to common stock, 7,062,791 were entitled to vote. In total, 50,033,192 shares of Company common stock were represented at the meeting, which represented approximately 58.26% of the shares outstanding and entitled to vote as of the record date.

 

At the Meeting, the stockholders approved all of the proposals submitted. The votes on the proposals were cast as set forth below:

 

  1. Proposal No. 1 – Election of directors. The stockholders elected the entire slate of directors presented to the stockholders, with Marc Dumont and Steven Moel elected effective upon the uplisting of the Company’s common stock to a national exchange.

 

Name  Shares FOR   WITHHOLD
Authority To Vote
   Broker Non-Votes 
Scott L. Mathis   27,508,783    869,090    772,942 
Julian Beale   27,916,670    461,203    772,942 
Peter J.L. Lawrence   27,916,670    461,203    772,942 
Marc Dumont   27,916,670    461,203    772,942 
Steven Moel   27,916,670    461,203    772,942 

 

  2. Proposal No. 2 – Ratification and approval of Marcum, LLP as the Company’s independent registered accounting firm for the year ended December 31, 2017.

 

Shares FOR   Shares AGAINST   ABSTAIN 
 28,498,953    502    651,360 

 

  3 Proposal No. 3 – Approval, on an advisory basis, of the compensation of the Company’s executive officers.

 

Shares FOR   Shares AGAINST   ABSTAIN   Broker Non-Vote 
 27,978,956    167,412    231,505    772,942 

 

  4. Proposal No. 4 – Approval, on an advisory basis, to conduct a stockholder’s vote on the compensation of the Company’s executive officers every three years.

 

Shares for EVERY
THREE YEARS
   Shares for EVERY
TWO YEARS
   Shares for EVERY
ONE YEAR
  

ABSTAIN

  

Broker Non-Vote

 
 15,856,536    1,818,818    10,370,152    332,367    772,942 

 

  5. Proposal No. 5 – Approval to effect a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-six (1:6), or anywhere between, if required for the uplisting of the Company’s common stock to a national exchange.

 

Shares FOR   Shares AGAINST   ABSTAIN 
 26,281,031    1,262,224    1,607,560 

 

  6. Proposal No. 6 – Approval of the 2016 Equity Incentive Plan.

 

Shares FOR   Shares AGAINST   ABSTAIN   Broker Non-Vote 
 25,675,213    1,002,660    1,700,000    772,942 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of September 2017.

 

  Algodon Wines & Luxury Development Group, Inc.
     
  By: /s/ Scott L. Mathis
    Scott L. Mathis, President & CEO