Form 8-K - Current report
29 Februar 2024 - 11:23PM
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2024-02-29
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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
February
29, 2024 (February 26, 2024) |
|
000-51254 |
Date
of Report (Date of earliest event reported) |
|
Commission
File Number |
PARKS!
AMERICA, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
91-0626756 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
Number) |
1300
Oak Grove Road
Pine
Mountain, GA 31822
(Address
of Principal Executive Offices) (Zip Code)
(706)
663-8744
(Registrant’s
telephone number, including area code)
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(g) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
PRKA |
|
OTCPink |
Item
5.07. Submission of Matters to a Vote of Security Holders
On
February 26, 2024, Parks! America, Inc. (the “Company”) held a Special Meeting of Stockholders (“Special Meeting”),
related to a demand letter submitted to the Company on December 22, 2023 by Focused Compounding Fund, LP (“Focused Compounding”).
On December 30, 2023, the Company provided notice of the Special Meeting pursuant to Section 3.6(b) of the Company’s Bylaws, as
adopted by the Company’s Board of Directors (the “Board”) on January 30, 2004, and as revised June 12, 2012 (the “Bylaws”).
The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals submitted by Focused Compounding
(collectively, the “Focused Compounding Proposals”).
At
the close of business on February 8, 2024, the record date for the determination of shareholders entitled to vote at the Special Meeting,
there were 75,726,851 shares of Common Stock issued and outstanding, each share being entitled to one vote. At the Special Meeting, the
holders of 63,354,186 shares of the Company’s Common Stock, or approximately 83.7% of the outstanding Common Shares, were represented
in person or by proxy, and, therefore, a quorum was present.
At
the Special Meeting, the Company’s shareholders voted on the following Focused Compounding Proposals:
|
1.
|
Proposal
1: Repeal any provision of the
Bylaws, including any amendments thereto, in effect at the time this Proposal becomes effective, which was not included in the Bylaws
that were in effect as of June 12, 2012 and were filed with the U.S. Securities and Exchange Commission (the “SEC”) on
July 16, 2012 (the “Bylaw Restoration Proposal”) to restore the Bylaws to their current form if the Board attempts to
amend them in any manner prior to the completion of Focused Compounding’s proxy solicitation; |
The
results of the vote were as follows:
Votes For | |
Votes Against | | |
Abstentions | |
36,457,178 | |
| 26,887,763 | | |
| 9,245 | |
|
2. |
Proposal
2: Subject to the concurrent approval
of the Bylaw Amendment Proposal and the Election Proposal (each as defined below), remove each of the following individuals from
the Board pursuant to Section 4.9(a) of the Bylaws; |
The
results of the vote were as follows:
Nominees for Removal | |
Votes For | | |
Votes Against | | |
Abstentions | |
2(a) Lisa Brady | |
| 36,451,618 | | |
| 26,895,823 | | |
| 6,745 | |
2(b) Todd White | |
| 36,452,318 | | |
| 26,895,123 | | |
| 6,745 | |
2(c) Dale Van Voorhis | |
| 36,446,318 | | |
| 26,901,123 | | |
| 6,745 | |
2(d) John Gannon | |
| 36,452,318 | | |
| 26,895,123 | | |
| 6,745 | |
2(e) Charles Kohnen | |
| 36,452,318 | | |
| 26,895,123 | | |
| 6,745 | |
2(f) Jeffery Lococo | |
| 36,445,118 | | |
| 26,902,323 | | |
| 6,745 | |
2(g) Rick Ruffolo | |
| 36,451,118 | | |
| 26,896,323 | | |
| 6,745 | |
Because
Proposal 2 required approval by a two-thirds vote of shareholders, Proposal 2 was not passed and none of the above individuals
were removed from the Board.
|
3.
|
Proposal
3: Subject to the concurrent approval
of each Removal Proposal and the Election Proposal, amend and restate Section 4.7 of the Bylaws (the “Bylaw Amendment Proposal”)
to read as follows: |
“4.7
Vacancy on Board of Directors. In case of a vacancy on the Board of Directors because of a director’s resignation, removal
or other departure from the board, or because of an increase in the number of directors, the remaining directors, by majority vote, may
elect a successor to hold office for the unexpired term of the director whose position is vacant, and until the election and qualification
of a successor. In the event any directors are removed by a vote of the shareholders, then the shareholders shall have the right to elect
successors to hold office for the unexpired term of the director or directors whose positions are vacant, and until the election and
qualification of their successors.”
The
results of the vote were as follows:
Votes For | |
Votes Against | | |
Abstentions | |
36,405,147 | |
| 26,936,419 | | |
| 12,170 | |
Because
Proposal 3 required concurrent approval of Proposal 2 (which did not occur), Proposal 3 was not passed.
|
4. |
Proposal
4: Subject to the concurrent approval
of each Removal Proposal and the Bylaw Amendment Proposal, elect each of the following individuals as a member of the Board (the
“Election Proposal): |
The
results of the vote were as follows:
Nominees for Election | |
Votes For | | |
Votes Against | | |
Abstentions | |
4(a) Andrew Kuhn | |
| 36,494,677 | | |
| 26,844,316 | | |
| 15,193 | |
4(b) Geoff Gannon | |
| 35,804,701 | | |
| 27,532,292 | | |
| 17,193 | |
4(c) James Ford | |
| 35,804,426 | | |
| 27,553,967 | | |
| 15,793 | |
Because
Proposal 4 required concurrent approval of Proposal 2 (which did not occur), Proposal 4 was not passed.
|
5.
|
Proposal
5:
Authorize Focused Compounding, or an authorized representative thereof, to adjourn the Special Meeting to a later date or dates,
if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or
otherwise in connection with, any of the Bylaw Restoration Proposal, the Removal Proposals, the Bylaw Amendment Proposal or the Election
Proposal (the “Adjournment Proposal”). |
The
results of the vote were as follows:
Votes For | |
Votes Against | | |
Abstentions | |
36,343,593 | |
| 27,000,196 | | |
| 10,397 | |
Focused
Compounding did not adjourn the Special Meeting to a later date.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired:
Not
applicable
(b)
Pro forma financial information:
Not
applicable
(c)
Shell company transactions:
Not
applicable
(d)
Exhibits:
Exhibit
No. |
|
Description
of Exhibit |
104 |
|
Cover
Page Interactive Data File (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.
Date:
February 29, 2024
|
PARKS!
AMERICA, INC. |
|
|
|
|
By: |
/s/
Todd R. White |
|
Name: |
Todd
R. White |
|
Title: |
Chief
Financial Officer |
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