Rocky Mountain Chocolate Factory Reports 71.72% Shareholder Participation; Board Re-elected

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. held its 2025 annual meeting of stockholders virtually and had a quorum with 5,589,814.46 of its common shares represented, equal to approximately 71.72% of the 7,793,924 shares issued and outstanding as of the record date. The meeting voted on the matters described in the company’s proxy statement and elected five directors to serve until the 2026 annual meeting: Steven L. Craig, Jeffrey R. Geygan, Al Harper, Mel Keating, and Brian Quinn. The filing notes the outstanding share count reflects an immaterial increase from the proxy statement figure. No financial results, changes to executive management, or material transactions were disclosed in this report.

Positive

• Quorum achieved with 5,589,814.46 shares represented (approximately 71.72%)
• Re-election of full slate of five directors ensures board continuity: Steven L. Craig, Jeffrey R. Geygan, Al Harper, Mel Keating, and Brian Quinn
• Outstanding share count disclosed (7,793,924), with only an immaterial increase from the proxy statement

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine annual meeting results with a typical quorum and re-election of the incumbent board; no material financial impacts disclosed.

The report documents standard corporate governance outcomes: shareholder turnout of roughly 72% and re-election of five directors. The outstanding share count is small and the stated increase is immaterial, so there is no immediate impact on capital structure or earnings per share. Because the filing contains no operational or financial disclosures, it should not affect near-term valuations.

Corporate Governance Expert

TL;DR: Board continuity preserved through re-election of nominees; disclosure is procedural and non-material to governance control.

The election of the five named directors maintains board continuity. The proxy-referenced proposals were voted as described but the filing does not indicate contested elections, director departures, governance changes, or shareholder proposals that passed or failed materially. From a governance perspective, this is a routine disclosure confirming incumbents remain in place.

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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): August 12, 2025

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36865	47-1535633
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (970) 259-0554

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	Name of each exchange on which registered
Common Stock, $0.001 par value per share	RMCF	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.

On August 12, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the close of business on June 27, 2025, the record date for the Annual Meeting (the “Record Date”), there were 7,793,924 shares of the Company’s common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company. This outstanding share number reflects an immaterial increase from that included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 30, 2025 (the "Proxy Statement").

At the Annual Meeting, 5,589,814.46 shares of the Company’s issued and outstanding shares of common stock entitled to vote as of the Record Date, or approximately 71.72% of such shares, were represented by proxy or appeared in person (including virtually) and, therefore, a quorum was present.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement.

The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:

Proposal 1 - Election of Directors. Each of Steven L. Craig, Jeffrey R. Geygan, Al Harper, Mel Keating, and Brian Quinn was elected as a director to serve on the Company’s board of directors until the Company’s 2026 annual meeting of stockholders and until their respective successors are elected and qualified as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
Steven L. Craig		3,653,721.21		53,793.26		1,882,300
Jeffrey R. Geygan		3,644,796.21		62,718.26		1,882,300
Al Harper		3,659,552.21		47,962.26		1,882,300
Mel Keating		3,633,599.03		73,915.44		1,882,300
Brian Quinn		3,550,932.21		156,582.26		1,882,300

Proposal 2 - Ratification of Independent Registered Public Accountants. The appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2026, was ratified as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,448,025.82		20,784.64		121,004		–

Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,577,692.63		81,989.36		47,832.47		1,882,300

SIGNATURE

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 thereunto duly authorized.

	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
Date: August 15, 2025	By:	/s/ Jeffrey R. Geygan
	Name:	Jeffrey R. Geygan
	Title:	Interim Chief Executive Officer

FAQ

How many shares of RMCF were outstanding for the 2025 annual meeting?

The company reported 7,793,924 shares of common stock issued and outstanding as of the record date.

What percentage of RMCF shares were represented at the 2025 annual meeting?

5,589,814.46 shares were represented, equal to approximately 71.72% of outstanding shares.

Who was elected to the board at Rocky Mountain Chocolate Factory's 2025 annual meeting?

Steven L. Craig, Jeffrey R. Geygan, Al Harper, Mel Keating, and Brian Quinn were elected to serve until the 2026 annual meeting.

Did the 8-K disclose any material transactions or financial results?

No. The filing discloses meeting and voting results only and states there were no material transactions or financial disclosures in this report.

Was there any change in the company’s capital structure reported?

No material change; the filing notes an immaterial increase in the outstanding share number versus the proxy statement.