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): June 3, 2024

HF FOODS GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware State or other Jurisdiction of incorporation )			001-38180 (Commission File No.)			81-2717873 (IRS Employer Identification No)


6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada (Address of principal executive offices)			89118 (Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

Not Applicable

(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 Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	HFFG	Nasdaq Capital Market
Preferred Share Purchase Rights	N/A	Nasdaq Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation Arrangements

The information set forth under, or incorporated by reference into, Item 5.07 below relating to the Amendment (as defined below) is incorporated into this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

HF Foods Group Inc. (the “Company”) held its 2024 annual meeting of stockholders on Monday, June 3, 2024, at 12:00 p.m. eastern time (the “Annual Meeting”). A total of 35,058,541 shares, or 67.2% of the Company’s outstanding common stock, were present in person or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders: (i) elected Xiao Mou Zhang to serve as director of the Company until the 2025 annual meeting of the Company’s stockholders; (ii) approved and ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal year 2024; (iii) approved, on an advisory basis, the Company’s named executive officer compensation; and (iv) approved the Second Amendment (the “Amendment”) to the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Plan”), to increase the number of shares of the Company's common stock available for issuance under the 2018 Plan from 3,000,000 to 7,000,000, an increase of 4,000,000 shares.

Set forth below are the voting results for each of the proposals presented at the Annual Meeting:


Proposal 1:			The election of director nominees to serve until the 2025 annual meeting of the Company’s stockholders:


Director Name	For	Against	Abstain	Broker Non-Votes
Xiao Mou Zhang	21,322,466	2,462,174	769,075	10,504,826
Hong Wang	8,015,702	16,533,115	4,898	10,504,826
Prudence Kuai	10,145,992	14,402,825	4,898	10,504,826


Proposal 2:			The approval and ratification of the appointment of BDO USA, P.C as the Company’s independent registered public accounting firm for 2024:


For	Against	Abstain	Broker Non-Votes
34,752,736	301,114	4,691	—


Proposal 3:			An advisory vote to approve the Company’s named executive officer compensation:


For	Against	Abstain	Broker Non-Votes
19,690,164	4,851,517	12,034	10,504,826


Proposal 4:			The approval of an amendment to the Company's 2018 Omnibus Equity Incentive Plan:


For	Against	Abstain	Broker Non-Votes
18,355,780	5,137,119	1,060,816	10,504,826

The 2018 Plan and the Amendment are described under “PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE 2018 PLAN” in the Company’s definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 24, 2024. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company’s Board of Directors previously approved the Amendment, subject to receipt of stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description of Exhibits
10.1 †			Second Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (incorporated by reference to the Annex to the Company's Definitive Proxy Statement Filed on April 24, 2024).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Indicates a management contract or compensatory plan or arrangement.

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.


			HF FOODS GROUP INC.

Date: June 4, 2024			/s/ Cindy Yao
			Cindy Yao
			Chief Financial Officer

Cover	Jun. 03, 2024
Document Information [Line Items]
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38180
Entity Tax Identification Number	81-2717873
City Area Code	888
Local Phone Number	905-0998
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001680873
Entity Address, Address Line One	6325 South Rainbow Boulevard
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
Entity Registrant Name	HF FOODS GROUP INC.
Entity Address, City or Town	Las Vegas
Document Period End Date	Jun. 03, 2024
Entity Address, Address Line Two	Suite 420
Entity Information [Line Items]
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Security Exchange Name	NASDAQ
Trading Symbol	HFFG
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NASDAQ
Trading Symbol	N/A