STOCK TITAN
  1. Home
  2. Sec-filings
  3. ALTO
  4. [8-K] Alto Ingredients, Inc. Reports Material Event

Alto Ingredients Wins Strong Support on Directors, Pay & Auditor at 2025 AGM

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Form 8-K filed by Alto Ingredients, Inc. (NASDAQ: ALTO) discloses the voting results of the company’s June 25, 2025 Annual Meeting of Stockholders (Item 5.07).

Key outcomes:

  • Board elections: All six nominees—Bryon T. McGregor, Maria G. Gray, Gilbert E. Nathan, Dianne S. Nury, Jeremy T. Bezdek and Alan R. Tank—were elected by simple majorities; the highest support was 24.55 million votes for and the lowest was 21.61 million.
  • Say-on-pay: 20.57 million votes for (73%) versus 7.27 million against; advisory compensation was approved.
  • Say-on-pay frequency: A one-year frequency received 19.67 million votes, comfortably surpassing two-year (0.38 million) and three-year (6.80 million) alternatives; the board is expected to adopt an annual vote cadence.
  • Auditor ratification: RSM US LLP re-appointed with 47.66 million votes for (93%), 2.35 million against, and 0.27 million abstentions.

No financial performance metrics, capital-allocation actions or strategic transactions were reported in this filing. The disclosure is routine governance information and is unlikely to materially affect the company’s valuation or near-term outlook.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Routine annual-meeting agenda passed easily; no dissent signals, governance cadence remains status quo; immaterial to financial outlook.

The strong majority support across all four proposals signals broad shareholder alignment with management. Director support ratios (75-87% of votes cast) exceed typical S&P SmallCap averages, indicating no apparent activist pressure. The 73% approval on say-on-pay is healthy, albeit below the 90% zone viewed as best-practice, suggesting some cost-sensitivity but not a red flag. Selecting an annual advisory vote complies with ISS and Glass Lewis guidelines, reducing potential proxy-advisor friction. Auditor ratification at 93% reflects confidence in RSM’s oversight. Overall, the meeting outcomes confirm stable governance practices without introducing new risk factors.

TL;DR Governance vote clean; no capital, strategy, or earnings data; neutral for valuation and trading decisions.

From a portfolio-construction perspective, this 8-K is low-impact. No guidance, operational metrics, or balance-sheet changes were disclosed. Director continuity avoids execution disruption, but does not alter the investment thesis. The modest 27% opposition to executive pay bears monitoring for future compensation inflation, yet it is insufficient to trigger governance-risk adjustments. Liquidity, credit profile, and cash-generation outlook remain unchanged. I classify this as not impactful for position sizing or risk premia.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Understanding 8-K Material Events →
false 0000778164 0000778164 2025-06-25 2025-06-25 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 25, 2025

 

ALTO INGREDIENTS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   000-21467   41-2170618
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1300 South Second Street
Pekin, Illinois		   61554
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (916) 403-2123

 

 
(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 5.07 Submission of Matters to a Vote of Security Holders

 

The 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Alto Ingredients, Inc. (the “Company”) was held on June 25, 2025. The following proposals were approved at the Annual Meeting by the votes indicated:

 

Proposal One: To elect six 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 Bryon T. McGregor, Maria G. Gray, Gilbert E. Nathan, Dianne S. Nury, Jeremy T. Bezdek and Alan R. Tank.

 

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		 
Bryon T. McGregor   22,048,108    6,268,972    21,963,347 
Maria G. Gray   21,608,191    6,708,889    21,963,347 
Gilbert E. Nathan   23,836,559    4,480,521    21,963,347 
Dianne S. Nury   21,661,055    6,656,025    21,963,347 
Jeremy T. Bezdek   24,554,519    3,762,561    21,963,347 
Alan R. Tank   24,530,026    3,787,054    21,963,347 

 

Proposal Two: To approve the 2024 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   20,574,474 
Against   7,267,671 
Abstain   474,935 
Broker Non-Votes   21,963,347 

 

Proposal Three: To recommend conducting an advisory vote on executive compensation every one, two or three years.

 

   Total Votes 
One Year   19,674,028 
Two Years   383,152 
Three Years   6,798,561 
Abstain   1,461,339 

 

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, 2025.

 

   Total Votes 
For   47,661,181 
Against   2,345,208 
Abstain   274,038 
Broker Non-Votes   N/A 

 

1

 

 

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 25, 2025 ALTO INGREDIENTS, INC.
   
  By: /s/ AUSTE M. GRAHAM
    Auste M. Graham,
    Chief Legal Officer & Secretary

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What was approved at Alto Ingredients' 2025 Annual Meeting?

Four items: election of six directors, approval of 2024 executive pay, adoption of a one-year say-on-pay frequency, and ratification of RSM US LLP as auditor.

How many votes supported Alto's say-on-pay proposal?

Approximately 20.57 million shares (73% of votes cast) supported the executive compensation package.

Which say-on-pay frequency did shareholders prefer for ALTO?

Shareholders favored an annual (one-year) advisory vote, with 19.67 million votes, far exceeding other options.

Was Alto Ingredients' auditor re-appointed?

Yes. RSM US LLP was ratified with 47.66 million votes for, 2.35 million against, and 0.27 million abstentions.

Did the 8-K include any financial or strategic updates for ALTO?

No. The filing solely reported shareholder voting results; it contained no earnings, guidance, or transaction information.