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
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (
Not Applicable
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2023 annual meeting of stockholders (the “Annual Meeting”) of Westrock Coffee Company (the “Company”) was held virtually on June 8, 2023, at 8:00 a.m. (Central Time) at www.virtualshareholdermeeting.com/WEST2023. During the Annual Meeting, the Company’s stockholders voted on two proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 27, 2023. The voting results for each of the proposals are set forth below.
| 1. | Election of Directors. The three Class I director nominees named in the Proxy Statement were elected to the Company’s Board of Directors for three-year terms expiring at the 2026 annual meeting of stockholders by the following votes: |
| Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Mark A. Edmunds | 91,152,502 | 972,818 | 30,137 | 3,042,600 | ||||||||||||
| Joe T. Ford | 92,020,613 | 129,814 | 5,030 | 3,042,600 | ||||||||||||
| Oluwatoyin Umesiri | 91,420,782 | 698,844 | 35,831 | 3,042,600 | ||||||||||||
| 2. | Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accountant. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2023, by the following votes: |
| Votes For | Votes Against | Votes Abstained | |||||
| 95,185,139 | 5,237 | 7,681 |
SIGNATURES
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.
| WESTROCK COFFEE COMPANY | ||
| By: | /s/ Robert P. McKinney | |
| Name: | Robert P. McKinney | |
| Title: | Chief Legal Officer and Corporate Secretary | |
| Dated: June 13, 2023 | ||