false
0000730349
0000730349
2025-12-18
2025-12-18
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
December
18, 2025
Date
of Report
(Date
of earliest event reported)
TOFUTTI
BRANDS INC.
(Exact
name of registrant as specified in its charter)
| Delaware
|
|
001-09009
|
|
13-3094658
|
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
| 105
Newfield Ave., Suite H, Edison, New Jersey 08837 |
| (Address
of principal executive offices and zip code) |
| (908)272-2400
|
| (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 (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(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
TOFB |
|
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.
At
the Registrant’s Annual Meeting of Shareholders held on December 18, 2025, the shareholders of the Registrant entitled to vote
at the meeting voted to: (i) elect the four individuals named below to serve as directors of the Registrant to hold office until the
Annual Meeting of Shareholders to be held in 2026 and until their successors have been duly elected and qualified; (ii) approve, by non-binding
advisory vote, the resolution approving named officer compensation (“Say On Pay Vote”); (iii) approve, by non-binding advisory
vote, the frequency of future non-binding advisory votes on resolutions approving future named executive compensation (“Say When
On Pay Vote”); and (iv) ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Registrant’s independent registered
public accounting firm for the 2025 Fiscal Year.
| |
1. |
The votes cast by shareholders with respect to the election
of directors were as follows. |
| |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Joseph
N. Himy |
|
3,508,581 |
|
109,658 |
|
982,363 |
| Scott
Korman |
|
3,508,009 |
|
110,230 |
|
982,363 |
| Efraim
Mintz |
|
3,508,092 |
|
110,147 |
|
982,363 |
| Franklyn
Snitow |
|
3,508,092 |
|
110,147 |
|
982,363 |
| |
2. |
The votes cast by shareholders with respect to the resolution
approving named officer compensation (“Say On Pay Vote”) were as follows. |
| For |
|
Votes
Against |
|
Votes
Abstain |
|
Broker
Non-Votes |
| 3,495,161 |
|
118,780 |
|
4,318 |
|
982,363 |
| |
3. |
The votes cast by shareholders with respect to the frequency
of future non-binding advisory votes on resolutions approving future named executive compensation (“Say When On Pay Vote”)
were as follows: |
| |
|
For |
|
Abstain |
|
Broker
Non-Votes |
| 1
Year |
|
668,111 |
|
10,260 |
|
982,364 |
| 2
Years |
|
82 |
|
10,260 |
|
982,364 |
| 3
Years |
|
2,939,785 |
|
10,260 |
|
982,364 |
| Abstain |
|
|
|
|
|
|
| |
4. |
The votes cast by shareholders with respect to ratification
of the appointment of Rosenberg Rich Baker Berman, P.A., as the Registrant’s independent registered public accounting firm for
the 2025 fiscal year: |
| For |
|
Votes
Against |
|
Votes
Abstain |
|
Broker
Non-Votes |
| 4,503,584 |
|
76,085 |
|
20,933 |
|
-0- |
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.
| Date:
December 22, 2025 |
TOFUTTI
BRANDS INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/Steven
Kass |
| |
|
Steven
Kass |
| |
|
Chief
Executive Officer |
