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): March 11, 2025 (March 5, 2025)

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35608		45-5034161
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(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 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	NGVC	New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On Wednesday, March 5, 2025, at 1:00 PM Mountain Time, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) convened its Annual Meeting of Stockholders via an on-line virtual website (the “Annual Meeting”).

As described under Item 5.07 of this Current Report, the Company’s stockholders approved an amendment (“Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by amendments to Delaware law. The Amendment was filed with the office of the Secretary of State of Delaware on March 10, 2025, and became effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held virtually on March 5, 2025. A total of 21,233,962 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, constituting 92.6% of the outstanding shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 24, 2025:

To elect Elizabeth Isely as a Class I director, to serve for a three-year term ending at the Company’s 2028 Annual Meeting of Stockholders (“Proposal No. 1”);

To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Proposal No. 2”); and

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by amendments to Delaware law (“Proposal No. 3”).

The Company’s stockholders elected the three director nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:

	For	Withheld	Broker Non-Votes
Elizabeth Isely	16,110,867	3,920,304	1,202,791

The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:

	For	Against	Abstain
Appointment of KPMG	21,077,069	145,990	10,903

The Company’s stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:

	For	Against	Abstain	Broker Non-Votes
Amendment to the Company’s Amended and Restated Certificate of Incorporation	15,134,935	4,852,508	43,728	1,202,791

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Natural Grocers by Vitamin Cottage, Inc.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

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 hereunto duly authorized.

Dated: March 11, 2025

	Natural Grocers by Vitamin Cottage, Inc.

	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

Natural Grocers by Vitamin Cottage, Inc. 8-K