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 12, 2025
Willamette Valley Vineyards, Inc.
(Exact name of Company as specified in its charter)
| Oregon | 001-37610 | 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:
| ¨ | 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, | WVVI | NASDAQ Capital Market | ||
| Series A Redeemable Preferred Stock | WVVIP | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders
Annual Meeting of Shareholders
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Willamette Valley Vineyards, Inc. (the “Company”) was held virtually on July 12, 2025 from Turner, Oregon. A total of 3,688,318 shares of Common Stock, representing approximately 74.29% 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 until the Company’s Annual Meeting in the indicated years with the respective votes set forth opposite their names:
| Year | Votes Cast For | Votes Witheld | ||||||
| Term | % of | % of | ||||||
| Nominees for Director | Ends | Number | Votes Cast | Number | Votes Cast | |||
| James Ellis | 2028 | 1,847,622 | 59.50% | 1,257,770 | 40.50% | |||
Proposal 2 – Ratification of Appointment of Independent Auditors:
The shareholders ratified the appointment of Baker Tilly US, LLP (formally, Moss Adams LLP) as independent auditors for the 2025 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 | |||
| 3,664,824 | 99.36% | 10,789 | 0.29% | 12,705 | 0.34% | 0 | |||
Proposal 3 – Approval of the Company’s 2025 Omnibus Equity Incentive Plan:
The shareholders approved the Company’s 2025 Omnibus Equity Incentive Plan 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 | |||
| 2,718,747 | 87.55% | 356,979 | 11.50% | 29,666 | 0.96% | 0 | |||
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 16, 2025 | By: | /s/ JAMES W. BERNAU | |
| James W. Bernau | |||
| President | |||