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 (Date of earliest event reported):  August 19, 2014
 
 
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)
 

California
 
0-32565
 
87-0673375
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

6720 N. Scottsdale Road, Suite 390
Scottsdale, AZ
 
85253
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (602) 522-3000

(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 (see General Instruction A.2. below):

¨ Written communications 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))
 

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

On August 19, 2014, the shareholders of the Company approved the adoption of the Company’s 2014 Equity Incentive Plan (the “Plan”), which was previously approved by the Company’s Board of Directors on June 25, 2014. The Plan reserves 1,600,000 shares of common stock of the Company for issuance to current and prospective employees, consultants, current non-employee directors of the Company or other eligible participants under the Plan. A summary of the Plan was included in the Annual Meeting Proxy Statement (the “Proxy Statement”).  The summary of the Plan is qualified in its entirety by reference to the full text of the 2014 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

The Annual Meeting of Shareholders of RiceBran Technologies (the “Company”) was held on August 19, 2014.  At the Annual Meeting, the shareholders voted on the following proposals and cast their votes as described below. 

1. Election of seven (7) members to the board of directors:

 
Votes For
   
Votes Withheld
  
Broker Non-Votes
W. John Short
2,353,112
156,753
2,460,286
David Goldman
2,387,528
112,337
2,460,286
Baruch Halpern
2,366,814
143,051
2,460,286
Henk W. Hoogenkamp
2,267,928
241,937
2,460,286
Robert S. Kopriva
2,390,889
118,976
2,460,286
Robert C. Schweitzer
2,387,690
122,175
2,460,286
Peter A. Woog
2,392,632
117,233
2,460,286

2. Approved the Company’s 2014 Equity Incentive Plan:

Votes For
  
Votes Against
  
Abstained
  
Broker Non-Votes
2,197,168
308,398
4,299
2,460,286

3. Approved, on a nonbinding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement:

Votes For
  
Votes Against
  
Abstained
  
Broker Non-Votes
2,268,259
236,566
5,040
2,460,286

4. Ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the for the year ending December 31, 2014:

Votes For
  
Votes Against
  
Abstained
4,795,468
162,291
12,392

Item 9.01                          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
 
 
No.
 
Description
 
2014 Equity Incentive Plan
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.

 
RICEBRAN TECHNOLOGIES
 
 
 
 
Date: August 21, 2014
By:
/s/ J. Dale Belt
 
 
 
Jerry Dale Belt
 
 
 
Chief Financial Officer
 
 
 
(Duly Authorized Officer)