ZIVO Bioscience : Submission of Matters to a Vote of Security Holders - Form 8-K

zivo_8k.htm

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): June 12, 2023

ZIVO BIOSCIENCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		000-30415		87-0699977
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

21 East Long Lake Road, Suite. 100 Bloomfield Hills, MI		48304
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

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
Common Stock, par value $0.001 per share		ZIVO		The Nasdaq Stock Market
Warrants to purchase shares of Common Stock, par value $0.001 per share		ZIVOW		The Nasdaq Stock Market

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

At the annual meeting of stockholders (the "Annual Meeting") of Zivo Bioscience, Inc. (the "Company") held on June 12, 2023, stockholders (i) elected one director to the Company's Board of Directors (the "Board") to serve a three-year term until the 2026 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, and (iii) approved (on an advisory basis) the compensation of the Company's named executive officers. Proposals are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023.

A total of 6,147,769 shares of the Company's common stock were present at the meeting in person or by proxy, which represents approximately 65% of the shares of common stock outstanding as of the record date for the Annual Meeting.

The results of the voting are shown below:

Proposal 1-Election of Directors

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Christopher D. Maggiore

3,050,053

393,297

2,704,419

Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For			Votes Against			Votes Abstain
	5,982,232				164,958				579

Proposal 3-Approval (on an advisory basis) of the compensation of the Company's named executive officers

Votes For			Votes Against			Votes Abstain
3,252,348				186,946				4,056

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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.

ZIVO BIOSCIENCE, INC.
	By:	/s/ Keith Marchiando
		Keith Marchiando
		Chief Financial Officer
Date: June 15, 2023

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