wvvi_8k-16082.htm

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): July 13, 2014

Willamette Valley Vineyards, Inc.
(Exact name of Company as specified in its charter)

Oregon
0-21522
93-0981021
(State or other
jurisdiction of
incorporation)
(Commission File No.)
 
 
(I.R.S. Employer
Identification No.)
 

8800 Enchanted Way SE
Turner, OR 97392
(Address of principal executive offices)
 
(503) 588-9463
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:
 
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

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

Annual Meeting of Shareholders

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Willamette Valley Vineyards, Inc. (the “Company”) was held July 13, 2014 in Turner, Oregon.  A total of 3,911,189 shares of Common Stock, representing approximately 80.69% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1 – Election of Directors:

All of the nominees for director were elected to serve a one-year term until the Company’s Annual Meeting in 2015 with the respective votes set forth opposite their names:
 
   
Votes Cast For
  
Votes Witheld
    
     
% of
    
% of
  
Broker
Nominees for Director
  
Number
Votes Cast
  
Number
Votes Cast
  
Non-Votes
James W. Bernau
  
2,220,186
97.28%
  
62,092
2.72%
  
1,628,911
Craig Smith
  
2,253,936
98.76%
  
28,342
1.24%
  
1,628,911
Thomas M. Brian
  
2,253,551
98.74%
  
28,727
1.26%
  
1,628,911
Sean M. Cary
  
2,257,398
98.91%
  
24,880
1.09%
  
1,628,911
James L. Ellis
  
2,223,408
97.42%
  
58,870
2.58%
  
1,628,911
Betty M. O'Brien
  
2,224,631
97.47%
  
57,647
2.53%
  
1,628,911
Stan G. Turel
  
2,250,568
98.61%
  
31,710
1.39%
  
1,628,911
 
Proposal 2 – Ratification of Appointment of Independent Auditors:

The shareholders ratified the appointment of Moss Adams LLP as independent auditors for the 2014 fiscal year by the votes set forth in the following table:
 
Votes Cast For
  
Votes Cast Against
  
Abstain
    
 
% of
    
% of
    
% of
  
Broker
Number
Votes Cast
  
Number
Votes Cast
  
Number
Votes Cast
  
Non-Votes
3,866,979
98.87%
  
16,968
0.43%
  
27,242
0.70%
  
NA
 
Proposal 3 – Advisory (Non-Binding) Approval on Company’s Executive Compensation:

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officer, as disclosed in the Company’s Proxy Statement, by the votes set forth in the following table:

Votes Cast For
  
Votes Cast Against
  
Abstain
    
 
% of
    
% of
    
% of
  
Broker
Number
Votes Cast
  
Number
Votes Cast
  
Number
Votes Cast
  
Non-Votes
2,116,095
92.72%
  
84,106
3.69%
  
82,077
3.59%
  
1,628,911
 
 
 
 
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Proposal 4 – Advisory (Non-Binding) Approval on the Frequency of Advisory Votes on the Company’s Executive Compensation:

The Company’s shareholders voted, on an advisory basis, their recommendation for a one year, two year or three year vote regarding advisory approval on the Company’s executive compensation.  The results of their advisory vote are set forth in the following table:

Votes Cast For 1 Year
  
Votes Cast For 2 Years
  
Votes Cast For 3 Years
    
 
% of
    
% of
    
% of
    
Number
Votes Cast
  
Number
Votes Cast
  
Number
Votes Cast
  
Abstain
517,675
23.50%
  
58,239
2.64%
  
1,626,720
73.86%
  
79,644
 
In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the named executive officer of the Company will be conducted every three years, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officer.


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.

 
WILLAMETTE VALLEY VINEYARDS, INC.
     
 Date:  July 13, 2014
By:
/s/  JAMES W. BERNAU
  
     
   
James W. Bernau
   
President


 
 
 
 
 
 
 
 
 
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