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):  September 17, 2014

RMG NETWORKS HOLDING CORPORATION

 (Exact Name of Registrant as Specified in Charter)

(800) 827-9666

 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2014, RMG Networks Holding Corporation (the “Company”) announced that William G. Cole, Chief Financial Officer and Executive Vice President, intends to retire, effective November 28, 2014, to attend to personal health issues. Mr. Cole is expected to remain in his current role full-time until his retirement and has agreed thereafter to remain available in order to facilitate a new Chief Financial Officer’s transition.

Item 9.01.     Financial Statements and Exhibits.

(d)

Exhibits.

2

SIGNATURE

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: September 17, 2014

RMG NETWORKS HOLDING CORPORATION

By:  /s/ Loren Buck                           

Name: Loren Buck

Title: Chief Operating Officer

EXHIBIT INDEX