Form 8-K - Current report

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): December 23, 2024

EASTSIDE DISTILLING, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-38182

20-3937596

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

755 Main Street, Building 4, Suite 3

Monroe, Connecticut 06468

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (458) 800-9154

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

Common Stock, $0.0001 par value		EAST		The Nasdaq Stock Market LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

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))

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

On December 23, 2024, the 2024 Annual Meeting of the Stockholders of the Company (the “2024 Annual Meeting”) was held virtually pursuant to notice duly given. At the 2024 Annual Meeting, the Company’s stockholders voted on (i) the election of six members of the Company’s Board of Directors to serve until the annual meeting of stockholders to be held in 2025 (Proposal 1); (ii) to approve, by non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers (Proposal 2); (iii) to approve a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers (every year, every two years, or every three years) (Proposal 3); and (iv) to adopt and approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two to one-for-ten, at any time prior to the one-year anniversary date of the 2024 Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (Proposal 5) (the “Charter Amendment Proposal”).

The proposal set forth in the proxy statement for the 2024 Annual Meeting to ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm was not presented at the meeting (Proposal 4) as the Company subsequently appointed Salberg & Company, P.A. as the Company’s independent registered public accounting firm, rendering that proposal moot. In addition, the proposal set forth in the proxy statement for the 2024 Annual Meeting to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve the Charter Amendment Proposal (Proposal 6) was also not presented at the meeting, as there were sufficient votes present and cast in favor of such matter to render such proposal moot.

Set forth below are the voting results on each matter submitted to the stockholders at the 2024 Annual Meeting.

Proposal 1: Election of Directors

At the meeting, the stockholders voted to elect six individuals to the Board of Directors, each to serve until the annual meeting of stockholders to be held in 2025, as follows:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Joseph Caltabiano		2,459,219		59,194		6,872		816,511
Joseph Freedman		2,460,415		58,143		6,727		816,511
Geoffrey Gwin		2,455,947		61,865		7,473		816,511
Stephanie Kilkenny		2,379,320		135,004		10,961		816,511
Eric Finnsson		2,371,119		143,224		10,942		816,511
Robert Grammen		2,360,656		153,531		11,098		816,511

Proposal 2: Advisory Vote (Non-Binding) on Executive Compensation

At the Meeting, the stockholders voted to approve, by non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers, as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
2,423,475		99,605		2,205		816,511

Proposal 3: Advisory Vote on the Frequency of Advisory Approval of the Compensation of Our Named Executive Officers

At the Meeting, the stockholders voted to approve a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers (every year, every two years, or every three years), as follows:

1 YEAR		2 YEARS		3 YEARS		BROKER NON-VOTE
358,173		95,221		2,070,461		817,941

Following the Company’s receipt of the voting results on Proposal 3, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.

Proposal 4: Ratify Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm was not presented at the meeting and was moot as described above.

Proposal 5: The Reverse Split Proposal

At the Meeting, the stockholders voted to adopt and approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two to one-for-ten, at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders, as follows:

FOR		AGAINST		ABSTAIN
3,189,303		138,923		13,570

Proposal No. 6: Authorization to Adjourn the Annual Meeting

At the Meeting, the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve the Charter Amendment Proposal was moot as described above.

SIGNATURE

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: December 30, 2024

	EASTSIDE DISTILLING, INC.

	By:	/s/ Geoffrey Gwin
		Geoffrey Gwin
		Chief Executive Officer

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 2024
Entity File Number	001-38182
Entity Registrant Name	EASTSIDE DISTILLING, INC.
Entity Central Index Key	0001534708
Entity Tax Identification Number	20-3937596
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	755 Main Street
Entity Address, Address Line Two	Building 4
Entity Address, Address Line Three	Suite 3
Entity Address, City or Town	Monroe
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06468
City Area Code	(458)
Local Phone Number	800-9154
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	EAST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false