BRC Inc. Amends Prior 8-K Filing

TL;DR

BRC Inc. filed an amendment to its 8-K, cleaning up prior disclosures. Nothing major new, just housekeeping.

AI Summary

BRC Inc. filed an 8-K/A on August 16, 2024, to amend its previous filing related to the period ending April 30, 2024. This amendment concerns changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements/exhibits. The filing does not appear to disclose new material events but rather clarifies or corrects information previously submitted.

Why It Matters

This filing indicates BRC Inc. is making corrections or additions to previously reported information, which could be important for investors seeking the most accurate and complete details about the company's governance and financial reporting.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely for clarification or correction, rather than the announcement of a new material event.

Key Players & Entities

• BRC Inc. (company) — Registrant
• August 16, 2024 (date) — Filing Date
• April 30, 2024 (date) — Period of Report
• Delaware (jurisdiction) — State of Incorporation
• Salt Lake City, UT (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value BRCC New York Stock Excha

Filing Documents

• ef20034154_8ka.htm (8-K/A) — 32KB
• ef20034154_ex3-1.htm (EX-3.1) — 9KB
• 0001140361-24-037669.txt ( ) — 184KB
• brcc-20240430.xsd (EX-101.SCH) — 4KB
• brcc-20240430_lab.xml (EX-101.LAB) — 23KB
• brcc-20240430_pre.xml (EX-101.PRE) — 17KB
• ef20034154_8ka_htm.xml (XML) — 4KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 16, 2024, the Company filed a Certificate of Correction with the Delaware Secretary of State to nullify the filing of a certificate of amendment (the "Certificate of Amendment") to the amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation") of the Company with the Delaware Secretary of State on May 1, 2024, due to not receiving the requisite level of stockholder approval to approve the Certificate of Amendment. The Company's Amended and Restated Certificate of Incorporation, as in effect prior to the Company's 2024 Annual Meeting of Stockholders held on April 30, 2024 (the "Annual Meeting"), is accurate and will remain in effect without change following the filing of the Certificate of Correction. The description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed as Exhibit 3.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting, the Company's stockholders voted on a proposal (the "Charter Proposal") to amend the Company's Amended and Restated Certificate of Incorporation. The Charter Proposal did not receive the votes needed for approval. The reason for the Charter Proposal was to limit the liability of certain officers of the Company. The Initial Form 8-K correctly reported the vote on the Charter Proposal, which was 116,051,545 FOR, 3,357,992 AGAINST, 797,443 ABSTAIN, and 16,248,597 Broker Non-Votes. Although the votes FOR the Charter Proposal represented approximately 85% of the shares represented at the Annual Meeting, the Charter Proposal did not receive the affirmative vote of 66 2/3% (141,434,020) of the total voting power of all the then-outstanding shares of stock of the Company entitled to vote on the Charter Proposal (212,151,030) as required by Article XIII, Section 13.1 of the Amended and Restated Certificate of Incorporation. The Company's Proxy Statement for the Annual Meeting, as amended and supplemented, inadvertently stated the vote required for approval of the Charter Amendment as a majority in voting power as of the record date for the Annual Meeting rather than 66 2/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, as required by the Company's Amended and Restated Certificate of Incorporation.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibits Description 3.1 Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BRC Inc. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 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. Dated: August 16, 2024 BRC INC. By: /s/ Andrew McCormick Name: Andrew McCormick Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K/A filing on SEC EDGAR