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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
 
 
Date of Report (Date of earliest event reported): June 19, 2025
 
BioLargo, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-19709
  
65-0159115
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
 
14921 Chestnut St., Westminster, California
  
92683
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (888) 400-2863
 
 
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 (see General Instruction A.2. below):
 
☐
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 (17CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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
BLGO
OTCQX
 
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 5.07          Submission of Matters to a Vote of Security Holders
 
BioLargo, Inc. (the “Company”) held its 2025 annual stockholder meeting on June 19, 2025. The following proposals 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 the Company’s Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray;
 
 
2.
A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers;
 
 
3.
A proposal to ratify the appointment of Hacker Johnson & Smith PA as the Company's independent registered public accounting firm for the year ending December 31, 2025; and
 
 
4.
A proposal to grant our Board of Directors the authority and discretion to effect a reverse stock split of our common stock by a ratio of not less than 1-for-4 and not more than 1-for-10 by amending our Certificate of Incorporation; whether to implement a reverse split, and the timing of such reverse split, to be determined in the discretion of our Board of Directors.
 
A quorum was present in person or by proxy. There were no director nominees other than as set forth above. Each director was elected to the Company’s Board of Directors, and each of proposals 2, 3 and 4 were approved, in accordance with Delaware law and the Company’s bylaws. The final voting results are as follows:
 
 
Proposal One
 
Votes For
Votes Withheld
Broker Non-Vote
Dennis P. Calvert 
 112,898,532
 5,589,318
 71,345,958
Kenneth R. Code 
 114,744,543
 3,743,307
 71,345,958
Dennis E. Marshall
 115,118,223
 3,369,627
 71,345,958
Joseph L. Provenzano
 115,476,242
 3,011,608
 71,345,958
Jack B. Strommen
 115,507,522
 2,980,328
 71,345,958
Linda Park
 115,427,722
 3,060,128
 71,345,958
Christina Bray
 115,427,722
 3,060,128
 71,345,958
 
Proposals 2 - 3 
Votes For 
Votes Against 
Votes Abstain 
Broker Non-Vote 
Percentage
"for" 
2 (Exec Comp) 
 103,880,414
 7,883,192
 6,719,295
 71,345,958
54.7%
3 (Auditors) 
 188,425,819
 988,124
 419,864
 -   
99.3%
4 (reverse split) 
 156,326,053
 29,794,797
 3,708,006
 -   
51.8%
 
Note: under Delaware law and the company’s bylaws, the percentage “for” proposals 2 and 3 are based on the votes present at the meeting in person or by proxy (189,833,808). The percentage “for” proposal 4 (the reverse stock split) are based on the total issued and outstanding shares as of the record date (301,775,373).
 
For the proposals to approve, on an advisory basis, the compensation of the Company’s named executive officers, prior year final votes are as follows:
 
Year
Votes For
Votes Against
Votes Abstain
Broker Non-Vote
2020
 72,180,828
 2,950,599
 1,752,675
 47,142,003
2021
 87,066,389
 3,646,737
 2,462,756
 43,453,003
2022
 84,305,241
 9,841,157
 2,175,747
 57,328,090
2023
 76,470,107
 5,477,240
 2,816,330
 74,462,248
2024
 94,165,357
 3,453,224
 885,913
 75,196,191
 
 
Item 7.01 Regulation FD Disclosure.
 
The Company intends to publish the press release attached as Exhibit 99.1 at approximately 6:30 AM Eastern Time on June 26, 2025.
 
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading “Safe Harbor Act” in the exhibits attached hereto.
 
 
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)         Exhibits.
 
   
Exhibit
No.
Description
99.1 Press release
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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 25, 2025
      
BIOLARGO, INC.
         
           
By:
  
/s/ Dennis P. Calvert
               
Dennis P. Calvert
               
President and Chief Executive Officer