UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~October~~July 3022, ~~2024~~2025

CRIMSON WINE GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-54866

13-3607383

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

5901 Silverado Trail, Napa, California

94558

(Address of Principal Executive Offices)

(Zip Code)

(800) 486-0503

(Registrant’s telephone number, including area code)

N/A

(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 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: None.

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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnThe ~~October~~following ~~30,~~matters ~~2024,~~were ~~the~~submitted ~~Board~~to ofa ~~Directors~~vote (of the ~~“Board”)~~stockholders of the Crimson Wine Group, Ltd. (the “Company”) ~~increased the size of the Board from seven to eight members and appointed Jennifer L. Locke, the Company’s Chief Executive Officer, to fill the vacancy for a term expiring~~ at the ~~2025~~Annual ~~annual~~Meeting ~~meeting~~ of ~~stockholders~~Stockholders of the Company. ~~Biographical~~held ~~and other information about Ms. Locke can be found in the section of the Company’s 2024 proxy statement~~ on ~~Schedule~~July ~~14A for its 2024 annual meeting of stockholders~~22, ~~filed with the Securities and Exchange Commission on May 30, 2024, entitled “Executive Compensation—Current Executive Officers—Jennifer L~~2025. Locke”, which information is incorporated by reference herein. Ms. Locke brings to the Board a deep understanding of the Company’s business and the industry in which it operates as well as executive leadership experience.

Ms1. Election Locke will not receive any fees for her service on the Board. There are no arrangements or understandings between Ms. Locke and any other persons pursuant to which she was selected as a director. There are no transactions between Ms. Locke and the Company that would be required to be reported under Item 404(a) of ~~Regulation S-K.~~Directors

Each of the seven nominees for director was elected, and the voting results are set forth below:


Nominee	Votes For	Number of Shares Withheld	Broker Non-Votes
John D. Cumming	14,945,871	602,088	2,956,613
Annette D. Alvarez-Peters	14,976,406	571,553	2,956,613
Jennifer L. Locke	14,971,491	576,468	2,956,613
Avraham M. Neikrug	13,453,385	2,094,574	2,956,613
Colby A. Rollins	13,436,606	2,111,353	2,956,613
Joseph S. Steinberg	14,929,819	618,140	2,956,613
Luanne D. Tierney	13,453,186	2,094,773	2,956,613

2. Ratification of BPM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025.

The ratification of BPM LLP was approved, and the voting results are set forth below:


Votes For:			18,291,933
Votes Against:			64,187
Votes Abstained:			148,452

3. Approval of the advisory resolution approving the compensation of the Company’s named executive officers (“say-on-pay”).

The advisory resolution on say-on-pay was approved, and the voting results are set forth below:


Votes For:			14,693,276
Votes Against:			766,158
Votes Abstained:			88,525
Broker Non-Votes:			2,956,613

4. The frequency of future advisory say-on-pay votes (“say-on-pay frequency”).

The stockholders of the Company voted on the frequency of future advisory say-on-pay votes as set forth below:


1 Year:			2,637,315
2 Years:			11,808,536
3 Years:			130,381
Votes Abstained:			971,727
Broker Non-Votes:			2,956,613

Based on these results, and consistent with the Board’s recommendation, the Company will hold an advisory say-on-pay vote every two years until the next say-on-pay frequency vote.

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.

Dated: ~~November~~July 123, ~~2024~~2025

CRIMSON WINE GROUP, LTD.

By: /s/ ~~Jennifer~~Adam LD. ~~Locke~~Howell

Name: ~~Jennifer~~Adam LD. ~~Locke~~Howell

Title: Chief ~~Executive~~Financial Officer

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