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BLGO > SEC Filings for BLGO > Form 8-K on 25-Jun-2014All Recent SEC Filings

Show all filings for BIOLARGO, INC.

Form 8-K for BIOLARGO, INC.


Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Sec

Item 1.01 Entry into a Material Definitive Agreement

On June 23, 2014, BioLargo, Inc. (the "Company") and its Chief Financial Officer Charles K. Dargan, II formally agreed to extend the engagement agreement dated February 1, 2008 (the "Engagement Agreement", which had been previously extended multiple times), pursuant to which Mr. Dargan has been serving as the Company's Chief Financial Officer. The Engagement Extension Agreement dated as of June 23, 2014 (the "Engagement Extension Agreement") provides for an additional term to expire January 31, 2015 (the "Extended Term"), and is retroactively effective to February 1, 2014. During the Extended Term, Mr. Dargan shall be compensated through the issuance of an option to purchase 300,000 shares of the Company's common stock, at a strike price of $0.63 per share, to expire June 23, 2024, and to vest over the term of the engagement with 100,000 shares vested as of June 23, 2014, and the remaining shares to vest 25,000 monthly, provided that the Engagement Extension Agreement with Mr. Dargan has not been terminated prior to each vesting date.

Mr. Dargan will continue to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company's Chief Financial Officer. All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2014 annual stockholder meeting on June 23, 2014. The following matters were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:

(1) A proposal to elect the following seven individuals to our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Gary A. Cox, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, and John S. Runyan.

(2) Advisory approval of the Company's executive compensation.

(3) A proposal to ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the year ending December 31, 2014.

The voting results from the 2014 Annual Stockholders Meeting are as follows:

Item       Nominee:              Votes For      Votes Against     Votes Withheld     Abstentions     Broker Non Vote
Election of Directors
           Dennis P. Calvert     36,118,389                 -            129,460               -          10,561,245
           Kenneth R. Code       36,118,389                 -            129,460               -          10,561,245
           Gary A. Cox           35,724,874                 -            522,975               -          10,561,245
           Dennis E.
           Marshall              36,146,069                 -            101,780               -          10,561,245
           Joseph L.
           Provenzano            36,118,389                 -            129,460               -          10,561,245
           Kent C. Roberts
           II                    36,146,069                 -            101,780               -          10,561,245
           John S. Runyan        36,146,069                 -            101,780               -          10,561,245
Advisory Approval of
Executive Compensation           33,950,336         2,120,882                  -         176,631          10,561,245

Ratification of Accounting
Firm                             44,948,131               200                  -       1,860,763                   -

There were no director nominees other than as set forth above.

Item 9.01 Financial Statements and Exhibits

4.1 Option to purchase common stock issued to Charles K. Dargan dated June 23, 2014

10.1 Engagement Extension Agreement dated as of June 23, 2014 between BioLargo, Inc. and Charles K. Dargan, II.

Management contract or compensatory plan, contract or arrangement

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