[8-K] Barfresh Food Group Inc. Reports Material Event

Rhea-AI Filing Summary

Barfresh Food Group (NASDAQ:BRFH) filed an 8-K reporting the results of its annual stockholder meeting held on June 24, 2025. The meeting included three key votes: re-election of six board directors, with all incumbents receiving strong approval (over 97% support for most directors); ratification of Eide Bailly LLP as independent auditor (approved with 99.9% of votes); and an advisory vote on executive compensation (approved with 99.8% support).

Notable director voting results included Riccardo Delle Coste (9.81M votes in favor), Justin Borus (9.82M votes in favor), and Joseph M. Cugine (9.61M votes in favor, with highest opposition at 221,827 votes against).

Positive

• Strong shareholder support with over 97% approval for all directors
• Near-unanimous approval (99.9%) for independent auditor appointment
• Executive compensation received 99.8% shareholder approval

Negative

• Director Joseph M. Cugine received relatively higher opposition votes compared to other board members

Insights

Corporate Governance Analyst

Strong shareholder support signals confidence in management and governance structure, with minimal opposition to key proposals.

The voting results demonstrate exceptionally robust shareholder confidence in the current leadership. Most directors received over 97% approval rates, indicating strong alignment between management and shareholders. The most notable divergence was for Joseph M. Cugine, who while still receiving strong support at 97.7%, faced relatively higher opposition with 221,827 votes against. The near-unanimous approval of the auditor appointment (99.9%) and executive compensation (99.8%) suggests shareholders are highly satisfied with the company's financial oversight and compensation practices.

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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 24, 2025

BARFRESH FOOD GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41228		27-1994406
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3600 Wilshire Boulevard Suite 1720, Los Angeles, California 90010

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 598-7113

N/A

(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		Name of each exchange on which registered
Common Stock, $0.000001 par value		BRFH		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 Company held its annual meeting of stockholders on Tuesday, June 24, 2025, at which meeting the Company’s stockholders voted upon the following matters:

	●	The election of six members of the Company’s board of directors;
	●	The ratification of the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and
	●	The approval, on an advisory basis, of the Company’s named executive officers.

Election of Directors

At the annual meeting, all of the Company’s current directors were re-elected. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:

Name		Votes in Favor				Votes Against
Riccardo Delle Coste			9,812,042				15,671
Steven Lang			9,315,319				12,394
Joseph M. Cugine			9,605,886				221,827
Alexander H. Ware			9,815,324				12,389
Isabelle Ortiz-Cochet			9,815,463				12,250
Justin Borus			9,816,854				10,859

Ratification of Independent Registered Public Accounting Firm

At the annual meeting, the selection of Eide Bailly LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:

		Votes in Favor				Votes Against				Votes Abstaining
Ratification and approval of the selection of Eide Bailly LLP			9,930,728				407				9,000

Approval, on an advisory basis, of the Company’s named executive officers

At the annual meeting, the compensation of the Company’s named executive officers was approved on an advisory basis. The following is a summary of the votes cast at the annual meeting with respect to this matter:

		Votes in Favor				Votes Against				Votes Abstaining
Approval, on an advisory basis, of the compensation of our Named Executive Officers			9,809,173				17,560				980

Additional information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 9, 2025.

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 duly authorized.

	Barfresh Food Group Inc., a Delaware corporation (Registrant)
Date: June 25, 2025		/s/ Riccardo Delle Coste
	By:	Riccardo Delle Coste
	Its:	CEO

FAQ

What was the outcome of BRFH's 2025 annual shareholder meeting?

All proposals passed with strong support, including re-election of six directors, ratification of Eide Bailly LLP as auditor, and approval of executive compensation. Most votes received over 97% support.

Who are the current board members of BRFH after the 2025 election?

The re-elected board members are Riccardo Delle Coste, Steven Lang, Joseph M. Cugine, Alexander H. Ware, Isabelle Ortiz-Cochet, and Justin Borus.

How did BRFH shareholders vote on executive compensation in 2025?

Shareholders strongly approved executive compensation with 9,809,173 votes in favor (99.8% approval) and only 17,560 votes against.

Which BRFH director received the highest shareholder support in 2025?

Justin Borus received the highest support with 9,816,854 votes in favor and only 10,859 votes against.