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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): July 3, 2025
Mama’s
Creations, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-40597 |
|
27-0607116 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
| 25
Branca Road, East Rutherford, NJ |
|
07073 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (201) 532-1212
| |
| (Former
name, 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, $0.00001 par value per share |
|
MAMA |
|
The
Nasdaq Stock Market LLC |
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. |
Mama’s
Creations Inc. (the “Company”) held its Annual Meeting of Stockholders on July 3, 2025. At the meeting, the Company’s
stockholders voted on the following proposals, each as described in further detail in the definitive proxy statement filed on May 20,
2025.
| 1. | The
following five individuals were elected to the Company’s Board of Directors, each to
serve a one-year term to expire at the next annual meeting of stockholders or until their
successor is duly qualified and elected, with voting as follows: |
| Nominee |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Lynn
L. Blake |
|
24,985,698 |
|
2,032,445 |
|
4,970,291 |
| Meghan
Henson |
|
25,005,044 |
|
2,013,099 |
|
4,970,291 |
| Dean
Janeway |
|
24,057,896 |
|
2,960,246 |
|
4,970,291 |
| Adam
L Michaels |
|
26,851,415 |
|
166,727 |
|
4,970,291 |
| Shirley
Romig |
|
24,747,535 |
|
2,270,608 |
|
4,970,291 |
| 2. |
Stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, with voting as follows: |
| For |
|
Against |
|
Abstain |
| 31,844,671 |
|
60,196 |
|
83,567 |
| 3. | Stockholders
approved, on a non-binding and advisory basis, the Company’s executive compensation,
with voting as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 25,497,797 |
|
472,854 |
|
1,047,492 |
|
4,970,291 |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
Mama’s Creations, Inc. |
| |
|
|
| Date:
July 8, 2025 |
By: |
/s/ Adam L. Michaels |
| |
Name: |
Adam L. Michaels |
| |
Title: |
Chief Executive Officer |
