UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 4, 2024
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35898 | | 27-4749725 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 96 Morton Street, 9th Floor, New York, New York | | 10014 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code: (212) 261-9000
N/A
(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:
| ☐ | 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 Symbols(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | LIND | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of the Company was held on June 4, 2024. As of the record date, April 8, 2024, we had outstanding and entitled to vote at the 2024 Annual Meeting 53,428,743 shares of common stock and 62,000 shares of Series A Preferred Stock (representing an aggregate of 8,089,790 shares of common stock for such purposes) for an aggregate total of 61,518,533 votes. A total of 48,746,677 shares of the Company’s common stock and common share equivalents of the Company’s preferred stock, constituting a quorum, were represented in person or by proxy at the 2024 Annual Meeting.
The Company’s stockholders voted on three proposals at the 2024 Annual Meeting. The final results of the votes regarding each proposal are set forth below.
Proposal No. 1. Election of Directors: The Company’s stockholders elected Mark D. Ein, Pamela O. Kaufman and Sven-Olof Lindblad as Class C directors to serve terms expiring at the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified. The voting results regarding this proposal are set forth below:
Name | | For | | | Withheld | | | Broker Non-Votes | |
| Mark D. Ein | | | 33,594,443 | | | | 9,171,687 | | | | 5,980,549 | |
| Pamela O. Kaufman | | | 42,545,473 | | | | 220,657 | | | | 5,980,549 | |
| Sven-Olof Lindblad | | | 42,076,649 | | | | 689,481 | | | | 5,980,549 | |
Proposal No. 2. Advisory Resolution on Executive Compensation: The Company’s stockholders approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers disclosed in the Executive Compensation section and the related tables, notes and narrative in the Proxy Statement. The voting results regarding this proposal are set forth below:
For | | | Against | | | Abstain | | | Broker Non-Votes | |
| 31,301,366 | | | | 9,595,190 | | | | 1,869,573 | | | | 5,980,549 | |
Proposal No. 3. The Ratification of the Appointment of the Company’s Independent Registered Certified Public Accounting Firm for Fiscal Year 2024: The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for fiscal year 2024. The voting results regarding this proposal are set forth below:
For | | | Against | | | Abstain | |
| 47,549,242 | | | | 394,086 | | | | 803,349 | |
Item 9.01(d): | | Financial Statements and Exhibits. |
| Exhibit 104 | | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |
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.
| | | | | | | | | |
| | | | | LINDBLAD EXPEDITIONS HOLDINGS, INC. (registrant) |
| | | | |
| June 4, 2024 | | | | By: | | /s/ L. Dyson Dryden |
| | | | | | | | | L. Dyson Dryden, Interim Chief Financial Officer |
