agfs-20200806
0001592016false00015920162020-08-062020-08-060001592016us-gaap:CommonStockMember2020-08-062020-08-06

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): August 6, 2020

AGROFRESH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-3631646-4007249
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA
19106
(Address of principal executive offices)
(Zip Code)

(267) 317-9139
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 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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 00015920162020-08-062020-08-060001592016us-gaap:CommonStockMember2020-08-062020-08-06

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): August 6, 2020

AGROFRESH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-3631646-4007249
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA
19106
(Address of principal executive offices)
(Zip Code)

(267) 317-9139
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 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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareAGFSThe Nasdaq Stock Market LLC





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

At the annual meeting of stockholders of AgroFresh Solutions, Inc. (the “Company”) held on August 6, 2020 (the “Annual Meeting”), the Company’s stockholders (1) elected the Company’s eight nominees for director for a one-year term, (2) approved, on a non-binding, advisory basis, the Company’s executive compensation programs and policies and the compensation paid to the Company’s named executive officers, as set forth in the Company’s definitive proxy statement filed with respect to the Annual Meeting (the “Proxy Statement”), (3) recommended, on a non-binding, advisory basis, that future stockholder advisory votes on the compensation of the Company’s named executive officers take place every three years, (4) approved the issuance of shares of the Company’s common stock underlying shares of the Company’s Series B-2 convertible preferred stock or the Company’s Series B convertible preferred stock issued or issuable by the Company pursuant to the terms of the Investment Agreement, dated June 13, 2020, between the Company and PSP AGFS Holdings, L.P. (the “Investment Agreement”), in an amount in excess of 19.99% of the Company’s common stock outstanding, (5) ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020 and (6) authorized the Company’s board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. As the first closing of the transactions contemplated by the Investment Agreement occurred prior to the Annual Meeting, as described in the Proxy Statement, Proposal 1B, to elect the eight directors listed below, was submitted to the Company’s stockholders and voted upon at the Annual Meeting, and alternative Proposal 1A to elect six directors was not submitted to the stockholders. The final voting results for each proposal submitted to a vote are set forth below:

PROPOSAL 1B: Election of Directors.
NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Robert Campbell36,575,8141,653,73323,1846,706,146
Jordi Ferre37,701,356539,96211,4136,706,146
Denise L. Devine37,680,724543,87028,1376,706,146
Macauley Whiting, Jr.37,711,932517,52323,2766,706,146
Nance Dicciani37,690,006551,32311,4026,706,146
George Lobisser36,547,0341,682,53123,1666,706,146
Kevin Schwartz37,707,202523,13322,3966,706,146
Alexander Corbacho37,701,290528,99022,4516,706,146


PROPOSAL 2: Approval, by non-binding advisory vote, of executive compensation (“say on pay”).
Votes ForVotes AgainstAbstentionsBroker Non-Votes
38,111,493104,67436,5646,706,146


PROPOSAL 3: Advisory vote on the frequency of future “say on pay” voting.
1 Year2 Years3 YearsAbstentionsBroker Non-Votes
13,260,60622,93924,938,23730,9496,706,146



PROPOSAL 4: Approval of the issuance of shares of common stock underlying shares of the Company’s Series B-2 convertible preferred stock or the Company’s Series B convertible preferred stock issued or issuable by the Company pursuant to the terms of the Investment Agreement, in an amount in excess of 19.99% of the common stock outstanding.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
38,128,528110,29413,9096,706,146


PROPOSAL 5: Approval of the ratification of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.
Votes ForVotes AgainstAbstentions
44,594,077337,65027,150


PROPOSAL 6: Approval to authorize the Board of Directors to adjourn and postpone the Annual Meeting to a later date or dates.
Votes ForVotes AgainstAbstentions
34,514,57010,393,96150,346

Based on the results of Proposal 3, the Company has determined that it will hold say-on-pay votes every three years until the next advisory vote on the frequency of say-on-pay votes occurs or until the Company otherwise determines that a different frequency for say-on-pay votes is in the best interests of the stockholders. The next required advisory vote on the frequency will occur no later than 2026.


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.
Dated: August 7, 2020
AGROFRESH SOLUTIONS, INC.
By: /s/ Thomas Ermi
Name: Thomas Ermi
Title: Vice President and General Counsel



AGFSThe Nasdaq Stock Market LLC





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

At the annual meeting of stockholders of AgroFresh Solutions, Inc. (the “Company”) held on August 6, 2020 (the “Annual Meeting”), the Company’s stockholders (1) elected the Company’s eight nominees for director for a one-year term, (2) approved, on a non-binding, advisory basis, the Company’s executive compensation programs and policies and the compensation paid to the Company’s named executive officers, as set forth in the Company’s definitive proxy statement filed with respect to the Annual Meeting (the “Proxy Statement”), (3) recommended, on a non-binding, advisory basis, that future stockholder advisory votes on the compensation of the Company’s named executive officers take place every three years, (4) approved the issuance of shares of the Company’s common stock underlying shares of the Company’s Series B-2 convertible preferred stock or the Company’s Series B convertible preferred stock issued or issuable by the Company pursuant to the terms of the Investment Agreement, dated June 13, 2020, between the Company and PSP AGFS Holdings, L.P. (the “Investment Agreement”), in an amount in excess of 19.99% of the Company’s common stock outstanding, (5) ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020 and (6) authorized the Company’s board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. As the first closing of the transactions contemplated by the Investment Agreement occurred prior to the Annual Meeting, as described in the Proxy Statement, Proposal 1B, to elect the eight directors listed below, was submitted to the Company’s stockholders and voted upon at the Annual Meeting, and alternative Proposal 1A to elect six directors was not submitted to the stockholders. The final voting results for each proposal submitted to a vote are set forth below:

PROPOSAL 1B: Election of Directors.
NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Robert Campbell36,575,8141,653,73323,1846,706,146
Jordi Ferre37,701,356539,96211,4136,706,146
Denise L. Devine37,680,724543,87028,1376,706,146
Macauley Whiting, Jr.37,711,932517,52323,2766,706,146
Nance Dicciani37,690,006551,32311,4026,706,146
George Lobisser36,547,0341,682,53123,1666,706,146
Kevin Schwartz37,707,202523,13322,3966,706,146
Alexander Corbacho37,701,290528,99022,4516,706,146


PROPOSAL 2: Approval, by non-binding advisory vote, of executive compensation (“say on pay”).
Votes ForVotes AgainstAbstentionsBroker Non-Votes
38,111,493104,67436,5646,706,146


PROPOSAL 3: Advisory vote on the frequency of future “say on pay” voting.
1 Year2 Years3 YearsAbstentionsBroker Non-Votes
13,260,60622,93924,938,23730,9496,706,146



PROPOSAL 4: Approval of the issuance of shares of common stock underlying shares of the Company’s Series B-2 convertible preferred stock or the Company’s Series B convertible preferred stock issued or issuable by the Company pursuant to the terms of the Investment Agreement, in an amount in excess of 19.99% of the common stock outstanding.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
38,128,528110,29413,9096,706,146


PROPOSAL 5: Approval of the ratification of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.
Votes ForVotes AgainstAbstentions
44,594,077337,65027,150


PROPOSAL 6: Approval to authorize the Board of Directors to adjourn and postpone the Annual Meeting to a later date or dates.
Votes ForVotes AgainstAbstentions
34,514,57010,393,96150,346

Based on the results of Proposal 3, the Company has determined that it will hold say-on-pay votes every three years until the next advisory vote on the frequency of say-on-pay votes occurs or until the Company otherwise determines that a different frequency for say-on-pay votes is in the best interests of the stockholders. The next required advisory vote on the frequency will occur no later than 2026.


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.
Dated: August 7, 2020
AGROFRESH SOLUTIONS, INC.
By: /s/ Thomas Ermi
Name: Thomas Ermi
Title: Vice President and General Counsel




 v3.20.2
Document and Entity Information Document
Aug. 06, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 06, 2020
Entity Registrant Name AGROFRESH SOLUTIONS, INC.
Entity Central Index Key 0001592016
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-36316
Entity Tax Identification Number 46-4007249
Entity Address, Address Line One One Washington Square
Entity Address, Address Line Two 510-530 Walnut Street, Suite 1350
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19106
City Area Code 267
Local Phone Number 317-9139
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol AGFS
Security Exchange Name NASDAQ