Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 3, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”) virtually via live webcast. At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s
2024 Omnibus Incentive Compensation Plan, as amended (the “2024 Plan”), to increase the number of shares of the Company’s
common stock, $0.001 par value per share, authorized for issuance under the 2024 Plan by 530,000 shares of common stock (the “Plan
Amendment”).
A description of the material terms and conditions
of the Plan Amendment is set forth beginning on page 39 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on June 29, 2026 (the "Proxy Statement"), and is incorporated herein by reference. The description of
the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the
full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the close of business on June 26, 2026, the record date for the
Annual Meeting (the “Record Date”), there were 9,439,587 shares of the Company’s common stock issued and outstanding,
which constituted all of the issued and outstanding capital stock of the Company. This outstanding share number reflects an immaterial
decrease from that included in the Proxy Statement.
At the Annual Meeting, 7,773,032 shares of the
Company’s issued and outstanding shares of common stock entitled to vote as of the Record Date, or approximately 82.35% of such
shares, were represented by proxy or appeared in person (including virtually) and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are
more fully described in the Proxy Statement.
The final voting results on the proposals presented
for stockholder approval at the Annual Meeting are as follows:
Proposal 1 - Election of Directors. Each of Steven L.
Craig, Jeffrey R. Geygan, Mel Keating, Brian Quinn, and Alberto Pérez-Jácome Friscione was elected as a director to serve
on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors
are elected and qualified as follows:
Name Votes For Votes Withheld Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────
Steven L. Craig 3,234,433 1,645,571 2,893,028
Jeffrey R. Geygan 3,033,440 1,846,564 2,893,028
Mel Keating 4,253,714 626,290 2,893,028
Brian Quinn 4,345,062 534,942 2,893,028
Alberto 4,169,061 710,943 2,893,028
Pérez-Jácome Friscione
Proposal 2 - Ratification of Independent Registered Public
Accountants. The appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting
firm for the fiscal year ending February 28, 2027, was ratified as follows:
Votes For Votes Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
7,652,540 21,231 99,261 -
Proposal 3 - Approval, on an Advisory
Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive
officers was approved, on an advisory basis, as follows:
Votes For Votes Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
4,241,464 299,031 339,508 2,893,028
Proposal 4 - Advisory Vote on the Frequency
of Future Advisory Votes on Executive Compensation. The frequency of future advisory votes on the compensation of the Company’s
named executive officers was approved, on an advisory basis, as follows:
One Year Two Years Three Years Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────────────────
2,441,233 1,951,924 124,438 362,407 2,893,028
Based on the results of this advisory vote, the
Board of Directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive
officers on an annual basis.
Proposal 5 - Approval of the Plan Amendment. The amendment to the 2024 Plan, to increase the number of shares of common stock authorized for issuance under the 2024 Plan, was
approved as follows:
Votes For Votes Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
2,617,858 1,856,144 406,001 2,893,028
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
10.1+ Amendment to the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Management Compensatory Plan