blgo20140624_8k.htm

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): June 23, 2014

 

  

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

  

 

Delaware

 

000-19709

 

65-0159115

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

3500 W. Garry Ave., Santa Ana, CA

 

92704

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 643-9540

 

(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 (17CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

 
 

 

 

Item 1.01      Entry into a Material Definitive Agreement

 

On June 23, 2014, BioLargo, Inc. (the “Company”) and its Chief Financial Officer Charles K. Dargan, II formally agreed to extend the engagement agreement dated February 1, 2008 (the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr. Dargan has been serving as the Company’s Chief Financial Officer. The Engagement Extension Agreement dated as of June 23, 2014 (the “Engagement Extension Agreement”) provides for an additional term to expire January 31, 2015 (the “Extended Term”), and is retroactively effective to February 1, 2014. During the Extended Term, Mr. Dargan shall be compensated through the issuance of an option to purchase 300,000 shares of the Company’s common stock, at a strike price of $0.63 per share, to expire June 23, 2024, and to vest over the term of the engagement with 100,000 shares vested as of June 23, 2014, and the remaining shares to vest 25,000 monthly, provided that the Engagement Extension Agreement with Mr. Dargan has not been terminated prior to each vesting date.

 

Mr. Dargan will continue to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer. All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.

 

Item 5.07      Submission of Matters to a Vote of Security Holders

 

The Company held its 2014 annual stockholder meeting on June 23, 2014.  The following matters were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:

 

 (1) A proposal to elect the following seven individuals to our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Gary A. Cox, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, and John S. Runyan.

 

 (2) Advisory approval of the Company’s executive compensation.

 

(3) A proposal to ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the year ending December 31, 2014.

 

The voting results from the 2014 Annual Stockholders Meeting are as follows:

 

Item

 

Nominee:

   

Votes For

   

Votes Against

   

Votes Withheld

   

Abstentions

   

Broker Non Vote

 

Election of Directors

                               
   

Dennis P. Calvert

   

36,118,389

   

-

   

129,460

   

-

   

10,561,245

 
   

Kenneth R. Code

   

36,118,389

   

-

   

129,460

   

-

   

10,561,245

 
   

Gary A. Cox

   

35,724,874

   

-

   

522,975

   

-

   

10,561,245

 
   

Dennis E. Marshall

   

36,146,069

   

-

   

101,780

   

-

   

10,561,245

 
   

Joseph L. Provenzano

   

36,118,389

   

-

   

129,460

   

-

   

10,561,245

 
   

Kent C. Roberts II

   

36,146,069

   

-

   

101,780

   

-

   

10,561,245

 
   

John S. Runyan

   

36,146,069

   

-

   

101,780

   

-

   

10,561,245

 

Advisory Approval of Executive Compensation

   

33,950,336

   

2,120,882

   

-

   

176,631

   

10,561,245

 
                                 

Ratification of Accounting Firm

   

44,948,131

   

200

   

-

   

1,860,763

   

-

 

 

 
 

 

 

There were no director nominees other than as set forth above.

 

Item 9.01 Financial Statements and Exhibits

 

 

4.1

Option to purchase common stock issued to Charles K. Dargan dated June 23, 2014

 

10.1†

Engagement Extension Agreement dated as of June 23, 2014 between BioLargo, Inc. and Charles K. Dargan, II.

 

Management contract or compensatory plan, contract or arrangement

 

 

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 25, 2014

BIOLARGO, INC.

     
 

By:

/s/ Dennis P. Calvert

   

Dennis P. Calvert

   

President and Chief Executive Officer