Alto Ingredients股東會通過2026年激勵計劃 授權發行700萬股

false
 0000778164
 
 
 
 
 
 
 
 0000778164
 
 
 2026-06-23
 2026-06-23
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

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 23, 2026

 

 
 ALTO INGREDIENTS,
 INC.

 
 (Exact
 Name of Registrant as Specified in its Charter)

 
 

 
 Delaware
  
 000-21467
  
 41-2170618

 
 (State or Other Jurisdiction
  
 (Commission File Number)
  
 (IRS Employer

 
 of Incorporation)
  
  
  
 Identification No.)

 
 

 
 1300 South Second Street

 Pekin, Illinois
  
 61554

 
 (Address of Principal Executive Offices)
  
 (Zip Code)

 
 

Registrant’s Telephone
Number, Including Area Code: (833) 710-2586

 

 
  

 
 (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 (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 (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
  
 ALTO
  
 The Nasdaq Stock Market LLC

(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.

 

(e) On
June 23, 2026, at the 2026 Annual Meeting of Stockholders of Alto Ingredients, Inc. (the “Company”), the Company’s stockholders
approved the Alto Ingredients, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan was previously approved by
the Company’s Board of Directors, subject to stockholder approval.

 

The 2026 Plan provides for
the grant of equity and equity-based awards, including stock options (which may be incentive stock options or nonqualified stock options),
stock appreciation rights, restricted stock, restricted stock units, performance-based awards and other share-based and cash-based awards,
to officers, non-employee directors, employees, consultants and advisors of the Company and its subsidiaries, including the Company’s
named executive officers. The 2026 Plan is administered by the Compensation Committee of the Board of Directors, which has discretion
to determine the individuals who receive awards, the types and amounts of awards granted, and the terms and conditions of such awards
(including any performance goals). The maximum number of shares of the Company’s common stock that may be issued under the 2026
Plan is 7,000,000 shares, subject to adjustment for certain corporate events as described in the 2026 Plan. Unless earlier terminated
in accordance with its terms, the 2026 Plan will remain in effect until June 23, 2036.

 

The foregoing description
of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan and
the more detailed description of the 2026 Plan contained in the Company’s definitive proxy statement for the 2026 Annual Meeting
of Stockholders, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), under the caption
“Proposal Three – Approval of 2026 Omnibus Incentive Plan – Summary of the 2026 Plan,” each of which is incorporated
herein by reference. A copy of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.

 

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

 

The 2026 Annual Meeting of
Stockholders of Alto Ingredients, Inc. (the “Annual Meeting”) was held on June 23, 2026. The following proposals were approved
at the Annual Meeting by the votes indicated:

 

Proposal One: To elect
five directors to serve on the Company’s board of directors until the next annual meeting of stockholders and/or until their successors
are duly elected and qualified. The nominees for election were Gilbert E. Nathan, Bryon T. McGregor, Dianne S. Nury, Maria G. Gray and
Alan R. Tank.

 

 1

 

 

 

The following nominees were
elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly
elected and qualified:

 

 
 Name 
 Total

 Votes for

 Director  
 Total Votes
 Withheld from
 

Director  
 Total

 Broker
 Non-Votes 

 
 Gilbert E. Nathan 
  26,688,075  
  849,186  
  20,929,947 

 
 Bryon T. McGregor 
  29,943,055  
  594,206  
  20,929,947 

 
 Dianne S. Nury 
  26,447,652  
  1,089,609  
  20,929,947 

 
 Maria G. Gray 
  26,447,918  
  1,089,343  
  20,929,947 

 
 Alan R. Tank 
  26,601,086  
  936,175  
  20,929,947 

 

 

Proposal Two: To approve
the 2025 compensation of the Company’s named executive officers, as disclosed in the proxy statement pursuant to the compensation
disclosure rules of the Securities and Exchange Commission (“say-on-pay”).

 

 
   
 Total Votes 

 
 For 
  25,740,806 

 
 Against 
  1,044,080 

 
 Abstain 
  752,375 

 
 Broker Non-Votes 
  20,929,947 

 

 

Proposal Three: To
approve the Company’s 2026 Omnibus Incentive Plan.

 

 
   
 Total Votes 

 
 For 
  25,660,172 

 
 Against 
  1,406,965 

 
 Abstain 
  470,124 

 
 Broker Non-Votes 
  20,929,947 

 

 

Proposal Four: To ratify
the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

 

 
   
 Total Votes 

 
 For 
  47,300,626 

 
 Against 
  1,027,058 

 
 Abstain 
  139,524 

 
 Broker Non-Votes 
  N/A 

 

 

 2

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

 
 Number
  
 Description

 
 10.1
  
 Alto Ingredients, Inc. 2026 Omnibus Incentive Plan

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

 3

 

 

 

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 23, 2026
 ALTO INGREDIENTS, INC.

 
  
  
  

 
  
 By:
 /s/ AUSTE M. GRAHAM

 
  
  
 Auste M. Graham, 

 
  
  
 Chief Legal Officer & Secretary

 

 

 4