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EX-99.1 - RMG Networks Holding Corp | exh99_1.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): May 19, 2015 (May 13, 2015)
RMG NETWORKS HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35534 | 27-4452594 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
15301 North Dallas Parkway Addison, TX | 75001 |
(Address of Principal Executive Offices) | (Zip Code) |
(800) 827-9666
(Registrants 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 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting of stockholders of RMG Networks Holding Corporation (the Company) was held on May 13, 2015 (the Special Meeting). At the Special Meeting, the Companys stockholders approved, for purposes of NASDAQ Listing Rule 5635, the issuance by the Company of 24,999,999 shares of the Companys common stock upon the conversion of 249,999.99 shares of the Companys Series A convertible preferred stock (the Series A Preferred Stock). The final voting results for such proposal (the Proposal) are set forth below:
PROPOSAL: To approve, for purposes of NASDAQ Listing Rule 5635, the issuance by the Company of 24,999,999 shares of the Companys common stock upon the conversion of 249,999.99 shares of the Companys Series A convertible preferred stock.
Votes For |
| Votes Against |
| Abstentions |
6,148,011 |
| 34,587 |
| 31,075 |
Item 8.01. | Other Events |
On May 13, 2015, upon the approval of the Proposal by the Companys stockholders, the 249,999.99 outstanding shares of the Series A Preferred Stock were automatically converted, in accordance with the provisions of the Certificate of Designation of the Series A Preferred Stock, into 24,999,999 shares of the Companys common stock.
On May 14, 2014, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release issued on May 14, 2015 is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
Exhibit No. |
Description | |
99.1 |
Press release issued May 14, 2015. |
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: May 19, 2015
RMG NETWORKS HOLDING CORPORATION
By: /s/ David Mace Roberts
Name: David Mace Roberts
Title: SVP, General Counsel and Secretary
3
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 |
Press release issued May 14, 2015. |