[8-K] Alto Ingredients, Inc. Reports Material Event

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.

Insights

Corporate Governance Expert

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.

Portfolio Manager

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.

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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

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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

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.