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): January 18, 2017
ZEDGE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-37782 | 26-3199071 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
22 Cortlandt Street (14th Floor), New York, NY | 10007 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 577-3424
Not Applicable
(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 (see General Instruction A.2. below):
☐ | 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. |
(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 18, 2017 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||||||||
Michael Jonas | 1,947,652 | 31,556 | 3,515 | 19,063 | 97.30 | |||||||||||||||
Howard Jonas | 1,927,387 | 51,846 | 3,490 | 19,063 | 96.28 | |||||||||||||||
Marie Therese (MT) Carney | 1,939,775 | 39,542 | 3,406 | 19,063 | 96.90 | |||||||||||||||
Mark Ghermezian | 1,846,062 | 133,143 | 3,518 | 19,063 | 92.22 | |||||||||||||||
Stephen Greenberg | 1,878,931 | 102,188 | 1,604 | 19,063 | 93.86 |
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan.
The number of votes cast with respect to this matter was as follows:
Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||||||||||||
1,827,012 | 153,185 | 2,526 | 19,063 | 91.27 |
(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of the acceleration of the vesting date of restricted stock that will be automatically awarded to the Company’s non-employee directors.
The number of votes cast with respect to this matter was as follows:
Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||||||||||||
1,824,122 | 156,225 | 2,376 | 19,063 | 91.12 |
(4) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an advisory vote on the compensation of the Named Executive Officers.
The number of votes cast with respect to this matter was as follows:
Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||||||||||||
1,973,175 | 6,512 | 3,036 | 19,063 | 98.57 |
(5) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an advisory vote on the frequency of future advisory votes on the compensation of the Named Executive Officers.
The number of votes cast with respect to this matter was as follows:
Votes For One Year | Votes for Two Years | Votes for Three Years | Abstentions | Broker Non-Vote | ||||||||||||||
1,943,505 | 18,230 | 18,688 | 2,300 | 19,063 |
(6) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2017.
The number of votes cast with respect to this matter was as follows:
Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||||||||||||
1,998,108 | 263 | 3,415 | 0 | 99.82 |
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.
ZEDGE, INC. | |||
By: |
/s/ Jonathan Reich | ||
Name: | Jonathan Reich | ||
Title: | Chief Financial Officer |
Dated: January 20, 2017