UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of Company as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
(Address of principal executive offices)
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:
| 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 | ||
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. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 27, 2024, the board of directors (the “Board”) of Willamette Valley Vineyards, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws. The Amended and Restated Bylaws were amended to separate the role of President and Chief Executive Officer of the Company. The previous bylaws provided that the President shall be the Chief Executive Officer of the Company. The Amended and Restated Bylaws provide, in Article V, Section 5.6 of the Amended and Restated Bylaws, that the President may, but need not be, the Chief Executive Officer. In the event that a separate Chief Executive Officer is appointed by the Board, the Board may prescribe by resolution the specific duties to be performed by each of the President and the Chief Executive Officer.
The foregoing description of the Amended and Restated Bylaws set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits.
| ||
| Exhibit No. | Description | ||
| 3.1 | Amended and Restated Bylaws of Willamette Valley Vineyards, Inc. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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 hereunto duly authorized.
| WILLAMETTE VALLEY VINEYARDS, INC. | |||
| Date: June 2, 2025 | By: | /s/ JAMES W. BERNAU | |
| James W. Bernau | |||
| President | |||