Laird Superfood Announces Director Changes and CFO Appointment

TL;DR

Laird Superfood swapped a director, elected a new one, and hired a new CFO. Stockholders also voted on exec pay.

AI Summary

Laird Superfood, Inc. announced on June 27, 2024, a series of significant corporate actions. These include the departure of Director Paul Lukan, the election of new Director David Chen, and the appointment of new Chief Financial Officer, Daniel D. D. Smith. The company also reported on the outcome of its annual meeting of stockholders held on June 27, 2024, where proposals related to director elections and executive compensation were voted upon.

Why It Matters

Changes in key leadership positions like the CFO and board composition can signal shifts in company strategy, financial oversight, and future direction.

Risk Assessment

Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

• Laird Superfood, Inc. (company) — Registrant
• Paul Lukan (person) — Departing Director
• David Chen (person) — Elected Director
• Daniel D. D. Smith (person) — Appointed Chief Financial Officer
• June 27, 2024 (date) — Date of Report and Annual Meeting

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 LSF NYSE American Indicate by che

Filing Documents

• lsf20240614_8k.htm (8-K) — 47KB
• ex_694107.htm (EX-10.1) — 12KB
• 0001437749-24-021604.txt ( ) — 196KB
• lsf-20240627.xsd (EX-101.SCH) — 3KB
• lsf-20240627_def.xml (EX-101.DEF) — 12KB
• lsf-20240627_lab.xml (EX-101.LAB) — 15KB
• lsf-20240627_pre.xml (EX-101.PRE) — 12KB
• lsf20240614_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Incentive Plan Amendment As described below under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024, at the 2024 annual meeting of stockholders (the " Annual Meeting ") of Laird Superfood, Inc. (the " Company "), stockholders approved an amendment to the Company's 2020 Omnibus Incentive Plan (the " Incentive Plan ") to (i) increase the number of shares that may be issued under the Incentive Plan from 2,463,258 shares to 4,000,000 shares, (ii) extend the term of the Incentive Plan to May 7, 2034, and (iii) modify the Incentive Plan's "evergreen" provision, by extending such provision an additional four years so that the last increase pursuant to the evergreen provision will be made on January 1, 2034, rather than January 1, 2030 (the " Incentive Plan Amendment "). As a result, the Incentive Plan Amendment became effective on June 27, 2024. A description of the Incentive Plan Amendment and the material terms of the Incentive Plan are included under the heading " Proposal 2: Approval of Incentive Plan Amendment " in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 15, 2024 (the " Proxy Statement "). Such description is qualified in its entirety by reference to the full text of the Incentive Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Resignation of General Counsel and Secretary As previously disclosed, on May 28, 2024, Mr. Steve Richie notified the Company of his intention to retire as General Counsel and Secretary of the Company. The Company and Mr. Richie mutually agreed that Mr. Richie's resignation will be effective as of July 8, 2024.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 27, 2024, the Company held its Annual Meeting. The total number of shares of the Company's common stock, par value $0.001 per share, voted in person or by proxy at the Annual Meeting was 6,565,796, representing approximately 68.31% of the 9,611,544 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum. The voting results on the matters submitted to the Company's stockholders at the Annual Meeting are as follows: Proposal 1 – Election of (i) Geoffrey T. Barker, (ii) Patrick Gaston, (iii) Greg Graves, (iv) Laird Hamilton, (v) Grant LaMontagne, (vi) Maile Naylor and (vi) Jason Vieth to the Company's Board of Directors, each to serve for a one-year term until the annual meeting of stockholders to be held in 2025. Name For Withheld Broker Non-Votes Geoffrey T. Barker 3,033,510 8,775 3,523,511 Maile Naylor 2,820,655 221,630 3,523,511 Patrick Gaston 2,820,841 221,444 3,523,511 Greg Graves 2,918,646 123,639 3,523,511 Laird Hamilton 3,036,199 6,086 3,523,511 Grant LaMontagne 2,819,832 222,453 3,523,511 Jason Vieth 3,035,867 6,418 3,523,511 Proposal 2 – Approval of the Incentive Plan Amendment. For Against Abstain Broker Non-Votes 2,506,353 528,035 7,897 3,523,511 Proposal 3 – Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. For Against Abstain Broker Non-Votes 6,416,619 93,642 55,535 - Each of the proposals acted upon by the Company's stockholders at the Annual Meeting received a sufficient number of votes to be approved.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 First Amendment to the Laird Superfood, Inc. 2020 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Date: June 28, 2024 Laird Superfood, Inc. By: /s/ Anya Hamill Name: Anya Hamill Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR