Item 2.02 Results of Operations and Financial Condition.
On May 3, 2021, Gaia issued a press release announcing results for its quarter
ended March 31, 2021. A copy of the press release is attached as Exhibit 99.1 to
this Current Report and a transcript from the conference call is attached as
Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information
contained in this Item 2.02 and in Exhibit 99.1 and 99.2 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference into any of the
Registrant's filings under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
any such filing.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On April 29, 2021, the Audit Committee (the "Audit Committee") of the Board of
Directors of Gaia, Inc. (the "Company") approved the dismissal of Plante & Moran
PLLC ("Plante Moran") as the Company's independent registered public accounting
firm.
The reports of Plante Moran on the Company's consolidated financial statements
for the fiscal years ended December 31, 2019 and 2020 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2019 and 2020, and through April 29,
2021, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of
Regulation S-K and related instructions) with Plante Moran on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Plante Moran would have caused Plante Moran to make reference thereto in its
reports on the consolidated financial statements for such years. During the
fiscal years ended December 31, 2019 and 2020, and through April 29, 2021, there
have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K).
The Company provided Plante Moran with a copy of the disclosure it is making
herein in response to Item 304(a) of Regulation S-K and requested that Plante
Moran furnish the Company with a copy of its letter addressed to the Securities
and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation
S-K, stating whether or not Plante Moran agrees with the statements related to
them made by the Company in this report. A copy of Plante Moran's letter to the
SEC dated April 29, 2021 is attached as Exhibit 16.1 to this report.
(b) Newly Engaged Independent Registered Public Accounting Firm
On April 29, 2021, the Audit Committee approved the appointment of Armanino LLP
("Armanino") as the Company's new independent registered public accounting firm,
effective immediately, to perform independent audit services for the fiscal year
ending December 31, 2021. During the fiscal years ended December 31, 2019 and
2020, and through April 29, 2021, neither the Company, nor anyone on its behalf,
consulted Armanino regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the consolidated financial
statements of the Company, and no written report or oral advice was provided to
the Company by Armanino that was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was the subject of a "disagreement" (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a
"reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
--------------------------------------------------------------------------------
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 29, 2021, Gaia held its 2021 annual meeting of shareholders. At that
meeting, the shareholders elected seven directors for one-year terms. For more
information on the meeting, see Gaia's definitive proxy statement for the 2021
annual meeting of shareholders, filed with the Securities and Exchange
Commission on March 8, 2021.
Proposal 1
All nominees for director were elected by the following votes, each to serve
until the next annual meeting of shareholders to be held in 2021 or until
successors are duly elected and qualified:
Broker
For Withheld Non-Votes
Jirka Rysavy 58,710,247 2,585,206 -
Kristin Frank 58,675,660 2,619,793 -
James Colquhoun 58,698,979 2,596,474 -
David Maisel 58,687,513 2,607,940 -
Keyur Patel 58,699,552 2,595,901 -
Paul Sutherland 58,630,855 2,664,598 -
Anaal Udaybabu 58,777,880 2,517,573 -
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
16.1 Plante Moran's letter to the SEC dated May 5, 2021
99.1 Press Release issued by Gaia on May 3, 2021
99.2 Transcript from First Quarter Earnings Conference Call on May 3, 2021
104 Cover Page Interactive Data File
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses