Local Bounti Corporation/DE

8-K · locl-20260610.htm iXBRL

0001840780 2026-06-10 2026-06-10

 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 10, 2026

 LOCAL BOUNTI CORPORATION
 (Exact name of registrant as specified in its charter)

     

 Delaware
 001-40125
 83-3686055

 (State or other jurisdiction of incorporation or organization)
 (Commission File Number)
 (IRS Employer Identification No.)

 490 Foley Lane

 Hamilton
   MT
 59840

 (Address of principal executive offices, including zip code)

 Registrant’s telephone number, including area code: ( 800 ) 640-4016

 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 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))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol
 Name of each exchange on which registered

 Common stock, par value $0.0001 per share
 LOCL
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 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

 On June 10, 2026, Local Bounti Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the Annual Meeting record date of April 13, 2026, there were 22,795,198 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting, 87.35% of which were present via live webcast or by proxy at the Annual Meeting, constituting a quorum to conduct business.

 At the Annual Meeting, stockholders voted on the following matters:

 1. Stockholders elected two Class II directors to our Board to serve for three years and until their successors are elected and qualified or until their earlier resignation or removal, based on the following votes:

 Nominee
 Mark J. Nelson
 Charles R. Schwab, Jr.

 For
 17,364,520
 17,459,161

 Withheld
 107,508
 12,867

 Broker Non-Votes
 2,440,540
 2,440,540

 2. Stockholders ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026, based on the following votes:

 For
 19,563,968

 Against
 303,008

 Abstain
 45,592

 Broker Non-Votes
 0

 3. Stockholders approved, for purposes of complying with the rules of the New York Stock Exchange, (i) the issuance of up to 7,882,861 shares of Common Stock upon the conversion of the convertible note issued to U.S. Bounti, LLC (“U.S. Bounti”) pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of March 13, 2026, between the Company and U.S. Bounti (the “Purchase Agreement”), and (ii) the issuance of up to 5,500,000 shares of Common Stock underlying the common stock purchase warrant issued to U.S. Bounti pursuant to the Purchase Agreement, based on the following votes:

 For
 17,438,100

 Against
 31,910

 Abstain
 2,018

 Broker Non-Votes
 2,440,540

 4. Stockholders approved the adjournment of the Annual Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals, based on the following votes:

 For
 19,603,312

 Against
 264,120

 Abstain
 45,136

 Broker Non-Votes
 0

 SIGNATURE

 Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Local Bounti Corporation

 /s/ Kathleen Valiasek

 Name:  Kathleen Valiasek

 Title:    President and Chief Executive Officer

 Date: June 12, 2026