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): July 31, 2015
RLJ ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
|
001-35675
(Commission File Number)
|
45-4950432
(IRS Employer Identification Number)
|
RLJ Entertainment, Inc.
8515 Georgia Avenue, Suite 650
Silver Spring, Maryland
(Address of principal executive offices)
Registrant’s telephone number, including area code: (301) 608-2115
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)) |
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders of RLJ Entertainment, Inc. (the “Company”) was held on July 31, 2015. At the annual meeting, the holders of 11,349,521 shares of common stock, which represents approximately 88% of the outstanding shares entitled to vote as of the record date of June 10, 2015, were represented in person or by proxy. The proposals are described in more detail in the Company’s definitive proxy statement dated June 19, 2015 and filed with the Securities and Exchange Commission on June 17, 2015. The final voting results for proposals 1 2, 3, and 4, which were voted on by the stockholders at the annual meeting, are set forth below.
The Company’s stockholders elected Miguel Penella as a director to serve until the Company’s 2018 Annual Meeting of Stockholders and until his successor is elected and qualified. Mr. Penella received the following votes:
|
For
|
Withheld
|
Broker Non-Votes
|
||
|
8,157,822
|
1,500,734
|
1,690,965
|
The Company’s stockholders voted to ratify the terms and issuance of the Company’s Preferred Stock and Warrants, and to approve the issuance of such number of shares of common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants, including shares issuable pursuant to the anti-dilution provisions, exceeding 19.99% of the Company’s outstanding common stock. This proposal received the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
9,566,668
|
86,768
|
5,120
|
1,690,965
|
The Company’s stockholders approved, by nonbinding advisory vote, the compensation paid to the Company’s named executive officers. This proposal received the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
8,160,081
|
1,498,275
|
200
|
1,690,965
|
The Company’s stockholders voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. This proposal received the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
11,159,703
|
184,659
|
5,159
|
0
|
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.
|
RLJ ENTERTAINMENT, INC.
|
|||
|
Date: August 4, 2015
|
By:
|
/s/ ANDREW S. WILSON | |
|
Name: Andrew S. Wilson
|
|||
|
Title: Chief Financial Officer
|
|||
3