Local Bounti (NYSE: LOCL) investors approve large potential share issuance and director slate
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Local Bounti Corporation reported results of its 2026 Annual Meeting of Stockholders. As of the April 13, 2026 record date, 22,795,198 common shares were outstanding, and 87.35% of these were represented, establishing a quorum.
Stockholders elected Mark J. Nelson and Charles R. Schwab, Jr. as Class II directors and ratified WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2026.
Stockholders also approved, under New York Stock Exchange rules, the potential issuance of up to 7,882,861 shares of common stock upon conversion of a convertible note issued to U.S. Bounti, LLC and up to 5,500,000 shares underlying a related common stock purchase warrant. An adjournment proposal was additionally approved, if needed, to solicit more proxies.
Positive
- None.
Negative
- Material potential dilution approved: Stockholders authorized issuance of up to 7,882,861 shares on conversion of a convertible note and up to 5,500,000 warrant shares relative to 22,795,198 shares outstanding as of the record date, allowing a substantial possible increase in the share count.
Insights
Shareholders cleared a sizeable potential share issuance alongside routine governance approvals.
The meeting combined standard governance business with approval of a large potential equity issuance tied to financing from U.S. Bounti, LLC. Voters backed director elections and auditor ratification by wide margins, signaling support for current oversight.
The notable item is NYSE-rule approval for up to 7,882,861 shares on convertible note conversion plus 5,500,000 warrant shares. Against 22,795,198 shares outstanding as of the record date, this represents meaningful potential dilution, though actual impact depends on future conversions and warrant exercises.
Approval of an adjournment option to solicit additional proxies, if necessary, is a procedural safeguard. Future company disclosures about when and how the note converts or warrants are exercised will determine the real effect on the capital structure.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding: 22,795,198 shares
Meeting participation: 87.35%
Convertible note shares: 7,882,861 shares
+4 more
7 metrics
Shares outstanding
22,795,198 shares
Common stock outstanding and entitled to vote as of April 13, 2026 record date
Meeting participation
87.35%
Percentage of outstanding shares present via webcast or proxy at Annual Meeting, forming a quorum
Convertible note shares
7,882,861 shares
Maximum Local Bounti common shares issuable upon conversion of convertible note held by U.S. Bounti, LLC
Warrant shares
5,500,000 shares
Maximum Local Bounti common shares underlying common stock purchase warrant issued to U.S. Bounti, LLC
Auditor ratification votes
19,563,968 for / 303,008 against
Votes on ratifying WithumSmith+Brown, PC as independent registered public accounting firm for 2026
Director election votes
17,364,520 and 17,459,161 for
For votes for Mark J. Nelson and Charles R. Schwab, Jr. as Class II directors
Adjournment proposal support
19,603,312 for
Votes approving ability to adjourn Annual Meeting to solicit additional proxies if needed
Key Terms
Annual Meeting of Stockholders, Broker Non-Votes, convertible note, common stock purchase warrant, +2 more
6 terms
Annual Meeting of Stockholders financial
"Local Bounti Corporation held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Broker Non-Votes financial
"Broker Non-Votes | 2,440,540 | 2,440,540"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
convertible note financial
"issuance of up to 7,882,861 shares of Common Stock upon the conversion of the convertible note issued to U.S. Bounti, LLC"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
common stock purchase warrant financial
"issuance of up to 5,500,000 shares of Common Stock underlying the common stock purchase warrant issued to U.S. Bounti"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
independent registered public accounting firm financial
"ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"87.35% of which were present via live webcast or by proxy at the Annual Meeting, constituting a quorum to conduct business."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 10, 2026
LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of principal executive offices, including zip code) | |||||||||||
Registrant’s telephone number, including area code: (800 ) 640-4016
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 10, 2026, Local Bounti Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the Annual Meeting record date of April 13, 2026, there were 22,795,198 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting, 87.35% of which were present via live webcast or by proxy at the Annual Meeting, constituting a quorum to conduct business.
At the Annual Meeting, stockholders voted on the following matters:
1.Stockholders elected two Class II directors to our Board to serve for three years and until their successors are elected and qualified or until their earlier resignation or removal, based on the following votes:
Nominee | Mark J. Nelson | Charles R. Schwab, Jr. | ||||||
For | 17,364,520 | 17,459,161 | ||||||
Withheld | 107,508 | 12,867 | ||||||
Broker Non-Votes | 2,440,540 | 2,440,540 | ||||||
2.Stockholders ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026, based on the following votes:
For | 19,563,968 | ||||
Against | 303,008 | ||||
Abstain | 45,592 | ||||
Broker Non-Votes | 0 | ||||
3.Stockholders approved, for purposes of complying with the rules of the New York Stock Exchange, (i) the issuance of up to 7,882,861 shares of Common Stock upon the conversion of the convertible note issued to U.S. Bounti, LLC (“U.S. Bounti”) pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of March 13, 2026, between the Company and U.S. Bounti (the “Purchase Agreement”), and (ii) the issuance of up to 5,500,000 shares of Common Stock underlying the common stock purchase warrant issued to U.S. Bounti pursuant to the Purchase Agreement, based on the following votes:
For | 17,438,100 | ||||
Against | 31,910 | ||||
Abstain | 2,018 | ||||
Broker Non-Votes | 2,440,540 | ||||
4.Stockholders approved the adjournment of the Annual Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals, based on the following votes:
For | 19,603,312 | ||||
Against | 264,120 | ||||
Abstain | 45,136 | ||||
Broker Non-Votes | 0 | ||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Local Bounti Corporation | |||||
/s/ Kathleen Valiasek | |||||
Name: Kathleen Valiasek | |||||
Title: President and Chief Executive Officer | |||||
Date: June 12, 2026
FAQ
What did Local Bounti (LOCL) stockholders vote on at the 2026 Annual Meeting?
Stockholders elected two Class II directors, ratified WithumSmith+Brown, PC as independent auditor for 2026, approved NYSE-related share issuances tied to a convertible note and warrant held by U.S. Bounti, LLC, and approved a potential adjournment to solicit additional proxies if necessary.
Who was elected to Local Bounti’s (LOCL) board at the 2026 Annual Meeting?
Stockholders elected Mark J. Nelson and Charles R. Schwab, Jr. as Class II directors. They are each expected to serve three-year terms, continuing until their successors are elected and qualified or until earlier resignation or removal, consistent with the company’s classified board structure.
Which auditor did Local Bounti (LOCL) stockholders ratify for 2026?
Stockholders ratified WithumSmith+Brown, PC as Local Bounti’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 19,563,968 votes for, 303,008 against, and 45,592 abstentions, with no broker non-votes reported on this proposal.
What was the outcome of the adjournment proposal at Local Bounti’s (LOCL) 2026 meeting?
Stockholders approved the ability to adjourn the Annual Meeting, if deemed necessary or appropriate, to solicit additional proxies when insufficient votes exist for earlier proposals. This adjournment item received 19,603,312 votes for, 264,120 against, and 45,136 abstentions, with no broker non-votes.