Item 5.02 Departure of Certain Directors or Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As further described below in Item 5.07, on June 17, 2020, at the 2020 Annual Meeting of Shareholders (the "Annual Meeting") of RiceBran Technologies ("RBT"), the shareholders of RBT approved and adopted the amended and restated RBT 2014 Equity Incentive Plan (the "Plan").

The Plan had been approved by the board of directors, subject to stockholder approval of the Plan. The Plan is described in greater detail in RBT's proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 4, 2020 (the "Definitive Proxy Statement"), under the caption "Proposal 3 - Approval of our Amended and Restated 2014 Equity Incentive Plan", which disclosure is incorporated herein by reference. The description of the Plan contained in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix B thereto and is incorporated herein by reference.

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

RBT's Annual Meeting of Shareholders was held on June 17, 2020. At the Annual Meeting, the shareholders voted on the following proposals and cast their votes as described below.



  1. Election of six (6) members to the board of directors:



                  Votes For  Votes Withheld Broker Non-Votes

Brent R. Rystrom 23,283,312 994,581 8,152,394 Brent Rosenthal 22,618,941 1,658,952 8,152,394 Peter Bradley 23,184,119 1,093,774 8,152,394 Beth Bronner 23,175,722 1,102,171 8,152,394 David I. Chemerow 23,034,864 1,243,029 8,152,394 Ari Gendason 23,057,911 1,219,982 8,152,394

Each director nominee was elected a director of RBT.



  2. Approval of an amendment to RBT's articles of incorporation to increase the
     authorized number of shares of common stock from 50,000,000 to 150,000,000:

Votes For Votes Against Abstained Broker Non-Votes 25,271,831 7,100,461 57,995 0

This proposal was approved.

3. Approval of amended and restated 2014 Equity Incentive Plan:

Votes For Votes Against Abstained Broker Non-Votes 18,731,594 5,238,794 307,505 8,152,394

This proposal was approved.

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  4. Approval, on a nonbinding advisory basis, of the compensation of RBT's named
     executive officers:

Votes For Votes Against Abstained Broker Non-Votes 21,914,785 1,829,863 533,245 8,152,394

This proposal was approved.



  5. Ratification of appointment of RSM US LLP as RBT's independent registered
     public accounting firm for the year ending December 31, 2020:

Votes For Votes Against Abstained Broker Non-Votes 32,158,358 129,864 142,065 0

This proposal was approved.

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