Where Food Comes From, Inc.

Regulatory Filings • Jun 8, 2023

Field: Rule-Page

Field: /Rule-Page

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 8, 2023

WHERE FOOD COMES FROM, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	001-40314	43-1802805
(State
or Other Jurisdiction of
Incorporation)	(Commission File
Number)	(I.R.S.
Employer Identification
No.)

| 202
6 th Street , Suite
400 | |
| --- | --- |
| Castle
Rock , Colorado | 80104 |
| (Address
of Principal Executive Offices) | (Zip
Code) |

(303) 895-3002

(Registrant’s Telephone Number, Including Area Code)

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(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.001 par value | WFCF | The
NASDAQ Stock Market LLC |

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2023, the Company held its 2023 Annual Meeting of Security Holders. Each proposal subject to a vote at the 2023 Annual Meeting was described in detail in the Company’s 2023 Proxy Statement. With respect to each of the proposals the Company’s security holders voted as indicated below.

| 1.Election
of Directors | For | Withheld |
| --- | --- | --- |
| ●
John Saunders | 3,300,161 | 10,284 |
| ●
Leann Saunders | 3,308,646 | 1,799 |
| ●
Peter C. Lapaseotes, Jr. | 3,276,637 | 33,808 |
| ●
Adam Larson | 3,287,316 | 23,129 |
| ●
Tom Heinen | 3,299,442 | 11,003 |
| ●
Graeme P. Rein | 3,308,313 | 2,132 |
| ●
Michael D. Smith | 3,299,292 | 11,153 |

| 2. | To
ratify the appointment of Causey, Demgen & Moore, P.C. as the independent registered public accounting firm of the Company for
the year-ending December, 31 2023. | For — 4,698,688 | Against — 1,612 | Abstain — 32,263 |
| --- | --- | --- | --- | --- |

| 3. | To
approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. | For — 3,274,552 | Against — 26,456 | Abstain — 9,437 |
| --- | --- | --- | --- | --- |

| | | 1
Year | 2
Year | 3
Year | Abstain |
| --- | --- | --- | --- | --- | --- |
| 4. | Recommendation,
by non-binding advisory vote, the frequency of future advisory votes on executive compensation | 256,644 | 1,268 | 3,031,569 | 20,964 |

Field: Page; Sequence: 2

Field: /Page

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.

(Registrant)
By:	/s/
Dannette Henning
Date:
June 8, 2023	Dannette
Henning
	Chief
Financial Officer

Field: Page; Sequence: 3; Options: Last

Field: /Page