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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

 

June 6, 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 June 6, 2024, Parks! America, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The purpose of the Annual Meeting was for the Company’s stockholders to elect seven (7) nominees to serve on the Company’s Board of Directors (the “Board”), as well as to consider and vote on four (4) additional proposals. The nominees for director included six (6) nominees proposed by the Company and four (4) nominees proposed by Focused Compounding Fund, LP (“Focused Compounding”). The Annual Meeting also included three (3) proposals from the Company, as well as one (1) proposal submitted by Focused Compounding, for stockholder consideration and voting.

 

At the close of business on May 13, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 75,726,851 shares of Common Stock issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 68,014,921 shares of the Company’s Common Stock, or approximately 89.8% of the outstanding Common Stock, were represented in person or by proxy, and, therefore, a quorum was present.

 

At the Annual Meeting, the Company’s stockholders voted on the following matters:

 

  1. Proposal 1: Elect seven (7) nominees to serve on the Board, each for a term of one (1) year or until his or her respective successor is duly elected and qualified;

 

The results of the vote were as follows:

 

Nominees for Director  For   Against   Abstain 
Lisa Brady   59,901,069    8,020,645    91,574 
Charles Kohnen   31,510,743    36,294,038    97,674 
Jeffery Lococo   31,247,878    36,681,938    83,472 
Rick Ruffolo   31,133,486    36,590,079    95,557 
Jon M. Steele   60,621,503    7,102,062    95,557 
Todd R. White   60,638,001    7,083,947    97,174 
Geoffrey Gannon   41,785,180    25,930,128    297,529 
Andrew Kuhn   37,062,567    30,885,375    65,279 
Jacob McDonough   36,728,882    31,219,060    65,279 
Ralph Molina   36,725,445    31,220,197    67,579 

 

Accordingly, Lisa Brady, Jon M. Steele, Todd R. White, Geoffrey Gannon, Andrew Kuhn, Jacob McDonough, and Ralph Molina are duly elected.

 

  2. Proposal 2: Ratify GBQ LLC as the Company’s independent registered accountants for the fiscal year ending September 29, 2024;

 

The results of the vote were as follows:

 

Votes For   Votes Against   Abstain 
 66,382,920    930,047    701,954 

 

  3. Proposal 3: Approve, by a non-binding vote, executive compensation;

 

The results of the vote were as follows:

 

Votes For   Votes Against   Abstain 
 31,473,150    35,704,556    837,215 

 

 1 

 

 

  4. Proposal 4: Approve, by a non-binding vote, the frequency of the Say-On-Pay vote;

 

The results of the vote were as follows:

 

One Year   Two Years   Three Years   Abstain 
 36,017,787    570,249    30,653,298    773,587 

 

  5. Proposal 5: Repeal any provision of the Bylaws, as adopted on January 30, 2004 and as of June 12, 2012 (the “Bylaws”), including any amendments thereto, in effect at the time of 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 on July 16, 2012 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   Abstain 
 36,358,508    31,143,707    512,706 

 

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)

 

 2 

 

 

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 12, 2024

 

  PARKS! AMERICA, INC.
     
  By: /s/ Todd R. White
  Name:  Todd R. White
  Title: Chief Financial Officer

 

 3 

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Jun. 06, 2024
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Document Type 8-K
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Document Period End Date Jun. 06, 2024
Entity File Number 000-51254
Entity Registrant Name PARKS! AMERICA, INC.
Entity Central Index Key 0001297937
Entity Tax Identification Number 91-0626756
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1300 Oak Grove Road
Entity Address, City or Town Pine Mountain
Entity Address, State or Province GA
Entity Address, Postal Zip Code 31822
City Area Code (706)
Local Phone Number 663-8744
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol PRKA
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