Unassociated Document
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): May 10, 2010 (May 5,
2010)
Willamette
Valley Vineyards, Inc.
(Exact
name of Company as specified in its charter)
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Oregon
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0-21522
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93-0981021
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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8800
Enchanted Way SE
Turner,
OR 97392
(Address
of principal executive offices)
(503)
588-9463
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On May 5,
2010, the Board of Directors of Willamette Valley Vineyards, Inc. (the
“Company”) approved Amended and Restated Bylaws of the Company (the “Restated
Bylaws”). The Restated Bylaws amend and restate the Company’s previous bylaws
(the “Prior Bylaws”) in their entirety. Significant provisions amended in, or
added to, the Restated Bylaws include the following: (i) The provisions covering
“Special Meetings” (Article II, Section .2 of the Prior Bylaws) in Article II,
Section 2.2 of the Restated Bylaws now provide that special meetings of the
shareholders may be called by the President or the Board of Directors, and by
the President at the request of not less than one-tenth of all the outstanding
shares of the Company entitled to vote at the meeting; (ii) a new provision
entitled “Advance Notice of Shareholder Proposals and Director Nominations” is
added to the Restated Bylaws as Article II, Section 2.12, which provides for the
requirements relating to shareholders nominating persons for election to the
Board of Directors, and for such shareholders’ notice requirements relating to
the annual meeting; (iii) the adoption of Article II, Section 2.11 of the
Restated Bylaws, which does not impose certain requirements contained in the
Prior Bylaws (Article II, Section .11(d) of the Prior Bylaws) on the voting
rights of shares of the Company owned directly or indirectly by a corporation;
(iv) Article III, Section 3.1 of the Restated Bylaws entitled “Duties” continues
to provide that all corporate powers shall be exercised by or under the
authority of the Board of Directors and all the business and affairs of Company
shall be managed by or under the direction of the Board of Directors, but
removes the mandated provisions set forth in Article III, Section .1 of the
Prior Bylaws; (v) under Article III, Section 3.11 of the Restated Bylaws
entitled “Compensation”, the Company is no longer required to grant members of
the Board of Directors 50 shares for each meeting attended and the option to
purchase 1,500 shares for services performed on an annual basis, both of which
were required under Article II, Section .10 of the Prior Bylaws; (vi) Article
III, Section 3.2 entitled “Number, Election and Qualification” (Article III,
Section .2 of the Prior Bylaws) now specifies that the number of directors may
be increased or decreased from time to time by amendment to the Restated Bylaws;
(vii) the adoption of Article IV, Section 4.2 entitled “Powers of Executive
Committee”, which does not expressly list certain enumerated duties of the
Executive Committee, as was done in Article IV, Section .2 of the Prior Bylaws;
(viii) the adoption of Article IV, Section 4.4 entitled “Other Committees”,
which replaces the mandated committee requirements in Article IV, Section .4 of
the Prior Bylaws, and instead provides that the Board of Directors may create
one or more committees, appoint directors to serve on them, and define the
duties of each such committee or committees; and (ix) the adoption of Article V,
Sections 5.1, 5.6 and 5.8 entitled “Number,” “President,” and “Secretary,”
respectively, which replace their respective counterparts in Article V of the
Prior Bylaws.
A copy of
the Restated Bylaws is attached as Exhibit 3(ii) and incorporated herein by
reference.
Item
5.05 Amendments to Registrant’s Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On May 5,
2010, the Board of Directors of the Company approved a new Code of Conduct and
Ethics (the “Code”). The Code replaces the Company’s prior Code of Ethics for
CEO and Finance Leaders in its entirety. Significant provisions of the Code,
which now governs the conduct of all employees, officers and directors
(collectively, “Covered Persons”), include the following: (i) a
section entitled “Legal Compliance,” which requires compliance with both the
letter and spirit of all applicable laws, rules and regulations by all Covered
Persons; (ii) a section entitled “Confidential Information,” which provides that
employees who have access to confidential information are not permitted to use
or share such information for stock trading purposes or any other purpose other
than to conduct the business; (iii) a section entitled “Conflicts of Interest,”
which defines a conflict of interest, details the factors to consider when
evaluating a potential conflict of interest, and procedures to follow upon
becoming aware of a conflict of interest; (iv) a section entitled “Corporate
Opportunities” that prohibits taking personal advantage of opportunities
presented as a result of a position with the Company; (v) a section entitled
“Maintenance of Corporate Records and Accounts and Financial Integrity,” which
provides that Covered Persons are required to compile and complete the Company’s
business and financial records fairly and honestly; (vi) a section entitled
“Fair Dealing,” which provides that Covered Persons should deal fairly with
others when conducting business on behalf of the Company; (vii) a section
entitled “Gifts and Entertainment,” which prohibits business entertainment and
gifts from being offered, provided or accepted unless certain specified
requirements are met; (viii) a section entitled “Protection and Proper Use of
Company Assets,” which provides that Covered Persons are required to protect the
Company’s assets and only use them for legitimate business purposes; (ix)
a section entitled “Confidentiality,” which requires Covered Persons to
keep confidential all confidential information of the Company and the Company’s
customers; (x) a section entitled “Special Provisions Applicable to Senior
Financial Officers,” which contains certain principles and responsibilities
applicable to those who hold an elevated role in corporate governance and as a
result are uniquely capable and empowered to ensure all stakeholders’ interests
are appropriately balanced, protected and preserved, including the Company’s
President, Chief Executive Officer, Chief Financial Officer and other senior
finance and accounting officers; (xi) a section entitled “Waivers,” which
establishes the procedures for obtaining a waiver from the requirements of the
Code; and (xii) a section entitled “Compliance Standards and Procedures,”
which outlines the role of the Ethics Compliance Officer and the procedures for
posing questions or communicating concerns about the Company’s policies, the
Code or potential violations of the Code.
A copy of
the Code is attached as Exhibit 14 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
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Exhibit
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Description
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3(ii)
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Amended
and Restated Bylaws
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14
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Code
of Conduct and Ethics
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SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned.
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WILLAMETTE
VALLEY VINEYARDS, INC.
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Date: May
10, 2010
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By:
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/s/ JAMES
W. BERNAU
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James
W. Bernau
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President
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